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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 (Date of earliest event reported): May 10, 1999

Commission File Number: 333-34475

Michigan Venture Holdings Trust 38-6530870

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

(State or other (Exact name of registrant as (I.R.S. Employer
jurisdiction of specified in its charter) Identification
incorporation or Number)
organization)

33662 James J. Pompo, Fraser, Michigan 48026
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (810) 294-1500

Not Applicable
(Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS.

The information set forth on the following pages is included in a
preliminary offering memorandum of Venture Holdings Trust (the "Trust") for a
financing.

This information is being provided to ensure that the public is
provided with the same material information as that contained in the preliminary
offering memorandum. The securities offered pursuant to the preliminary
offering memorandum are expected to be privately placed to a group of
institutional investors pursuant to Rule 144A of the Securities Act of 1933, as
amended (the "Securities Act"). The securities being offered have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or applicable exemption from the registration
requirements. This Form 8-K shall not constitute an offer to sell or
solicitation of an offer to buy any securities.

This Report on Form 8-K contains statements that are forward-looking
within the meaning of applicable securities laws. Those statements include
information regarding financial condition and business strategy and other
forward-looking statements and are based on the Trust's current expectations and
assumptions, which are subject to a number of risks and uncertainties. Factors
that could cause actual results to differ are discussed in the Trust's Form 10-K
for the year ended December 31, 1998, Form 10-Q for the quarterly period ended
March 31, 1999 and other periodic filings the Trust has made with the Securities
and Exchange Commission.

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EXCHANGE RATES

When we refer to "dollars," "US$," or "$," we mean United States dollars.
When we refer to "German Marks" or "DEM," we mean German Marks. Except as we say
otherwise herein, conversion of German Marks have been translated to United
States dollars in the financial statements and other information we have
included in this offering memorandum at the rate of DEM 1.6767 per United States
dollar, the Noon Buying Rate (as defined) as of December 31, 1998. You should
not interpret these conversions as expectations that the German Mark amounts
actually represent such United States dollar amounts or could be converted into
United States dollar amounts at the rates indicated or used, or at any other
rates.

Our debt structure may cause us to encounter currency or exchange risks.
Any devaluation of any local currency used by us against the United States
dollar may have an adverse effect on us, which may be material. See "Risk
Factors -- Substantial Foreign Operations."

The following table provides the German Mark exchange rate, set forth in
DEMs per dollar, solely for your convenience. We do not represent that the DEM
amounts shown in this offering memorandum could be converted into United States
dollars at such rate or any other rate.

DEMS PER UNITED STATES DOLLAR
---------------------------------------------
YEAR/PERIOD
CALENDAR PERIOD END HIGH LOW AVERAGE(1)
- --------------- ----------- ---- --- ----------

1997................................................... 1.7987 1.8905 1.5380 1.7347
1998................................................... 1.6767 1.8565 1.5872 1.7597
1999 (through April 30, 1999).......................... 1.8514 1.8514 1.6558 1.7666

- ------------
(1) Average of the noon buying rate in New York City for cable transfers in
DEMs, as certified for customs purposes by the Federal Reserve Bank of New
York (the "Noon Buying Rate"), during the period. On April 30, 1999, the
Noon Buying Rate with respect to the DEM was $1.00 = DEM 1.8514.

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SUMMARY

On March 8, 1999, Venture and 2 of its subsidiaries, Venture Beteiligungs
GmbH and Venture Verwaltungs GmbH, entered into definitive agreements to acquire
Peguform GmbH (the "Acquisition") for a purchase price of DEM 850 million
(approximately $459.1 million as of April 30, 1999), subject to adjustments. The
purchase price will be funded with the proceeds of this offering, together with
borrowings under the new senior credit facility being provided to Venture by a
syndicate of bank lenders (the "New Credit Agreement"). This offering memorandum
assumes that the Acquisition has been completed, as the Notes will not be issued
or funded if completion of the Acquisition does not occur.

This summary highlights the more detailed information and financial
statements, including the notes thereto, appearing elsewhere in this offering
memorandum. It is not complete and may not contain all of the information that
you should consider before investing in the Notes. You should carefully consider
the matters discussed under the caption "Risk Factors." As used in this offering
memorandum, unless otherwise stated, the term (1) "Venture" refers to Venture
Holdings Trust and its subsidiaries prior to the Acquisition; (2) "Trust" or
"issuer" refers to Venture Holdings Trust, individually; (3) "Peguform" refers
to Peguform GmbH and its subsidiaries prior to the Acquisition; and (4) when
describing the business of Venture and Peguform, "Company," "our," "us," and
"we" refer to Venture and Peguform as if the Acquisition had been completed.

THE COMPANY

We are a leading worldwide full-service supplier of high quality molded and
painted plastic parts for automotive original equipment manufacturers, commonly
known as OEMs, and other direct, or "Tier I," suppliers to the OEMs. We rank
among the largest designers and manufacturers of interior and exterior plastic
components and systems to the North American and European automotive markets.
Exterior products include such items as front and rear bumper fascias and
systems, body side moldings, hatchback doors, fenders, grille opening panels and
reinforcements, farings, wheel lips, spoilers and large body panels such as
hoods, sunroofs, doors and convertible hardtops. Interior products include
instrument panel systems, door panels, airbag covers, side wall trim,
garnishment molding systems and consoles. On a pro forma basis for the twelve
months ended December 31, 1998, our net sales totaled $1,933.5 million and our
Adjusted EBITDA (as defined) totaled $195.1 million.

Our principal customers include every major North American OEM, 11 of the
12 major European OEMs, several major Japanese OEMs, and leading Tier I
suppliers, as detailed below:

OEMS TIER I SUPPLIERS
- --------------------------------------------------------------- ----------------

AB Volvo Ford Motor Company PSA Peugeot Autoliv, S.A.
Citroen

Adam Opel AG General Motors Renault SA TRW Inc.
Corporation

Audi AG Isuzu Motors Limited Seat, S.A.

Bayerische Motoren Mitsubishi Motors Skoda Automobilova
Werke AG (BMW) Corporation

DaimlerChrysler AG Nissan Motor Co., Ltd Volkswagen AG

Porsche AG

We are a full-service supplier and an industry leader in manufacturing
plastic components, modules and systems and in applying new design and
engineering technology to develop innovative products, create new applications
and reduce product development time. We, and our affiliated companies, have the
capability to provide our customers state-of-the-art design and advanced
engineering services 24 hours a day around the world. We operate 57 facilities
in 9 countries, including the United States, Canada, Germany, Spain, France,
Hungary, the Czech Republic, Mexico, and the Netherlands, and expect to start
operations in Brazil in the third quarter of 1999. Our comprehensive
manufacturing capabilities include custom injection molding, automated painting
and assembly, and material and product testing. We also

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have extensive tool making capabilities. Our engineering focuses on anticipating
actual production issues and integrating part design with tool design to create
an efficient manufacturing process. We refer to this emphasis as "design for
manufacture."

We primarily emphasize the design and manufacture of components and
integrated systems, and manufacture those components and systems as a
sole-source supplier. We currently supply components or systems on over 150
models, including 4 out of 5 of the top selling models in both the United States
and Europe. We supply components for many popular models, such as the Volvo V40
and S40; Audi A4 and TT; BMW 3 Series and 5 Series; DaimlerChrysler A-Class,
"LH" cars (Chrysler LHS, Concorde, 300M and Dodge Intrepid), Dakota and Durango
trucks and "JA" cars (Cirrus, Stratus and Breeze); Ford F-series truck,
Explorer, Expedition, Mustang, Navigator and Windstar; Chevrolet Corvette,
General Motors "M" vans (Astro and Safari), Yukon, Tahoe, Suburban, Grand Am,
Grand Prix and GMC and Chevrolet full size vans (Express and Savana); Porsche
986 and 996; Peugeot 206; Citroen Xsara; Renault Twingo; Seat Ibiza and Cordoba;
Skoda Felicia and Octavia; and Volkswagen Golf, Passat and Bora. We believe that
the depth of our product mix, the diversity of models for which we are a
supplier and our geographic coverage reduce our risks associated with historical
downturns in the automotive industry.

OUR INDUSTRY

The automotive industry has been, and continues to be, significantly
influenced by several trends which we believe will enhance our strategic
position and growth prospects:

- CONSOLIDATION OF SUPPLIER BASE BY OEMS. Since the 1980s, OEMs have been
reducing the number of suppliers that may bid for business. As a result
of this trend, the OEMs are focusing on the development of long-term,
sole-source relationships with suppliers who can provide more complex
components and integrated systems on a just-in-time basis, while
maintaining strict, high quality standards. These requirements are
accelerating the trend toward consolidation of the OEMs' supplier base,
as those suppliers who lack the capital or production expertise to meet
the OEMs' needs either exit the business or are merged with larger
suppliers.

- INCREASED EMPHASIS ON PROGRAM MANAGEMENT AND INTEGRATED SYSTEMS. In
conjunction with the supplier base consolidation, OEMs are transitioning
from merely purchasing components to placing responsibility for design,
engineering and manufacturing of full component systems on their
preferred Tier I suppliers. These expanded requirements can best be
addressed by full-service suppliers such as ourselves with sufficient
technological and manufacturing resources to meet such demands.

- INCREASING UTILIZATION OF PLASTIC. OEMs have continued to increase the
use of plastics in their vehicles due to its lighter weight, greater
design flexibility and cost advantage on many models. According to
industry data, the average plastic content per passenger vehicle has
increased from approximately 222 pounds in 1987 to approximately 242
pounds in 1997, and is projected to grow to approximately 266 pounds per
vehicle by 2007. We believe our early involvement as a full-service
supplier to OEMs of plastic components and integrated systems, as well as
our extensive plastics manufacturing technologies, position us to benefit
from the expanded utilization of plastics.

- GLOBALIZATION OF THE OEM SUPPLIER BASE. OEMs are increasingly seeking to
identify preferred suppliers that can meet their needs on a global scale
and not just regionally. To facilitate global expansion by such preferred
suppliers, in certain instances OEMs are committing to sole-source
relationships to enhance the economic viability of new production
facilities. Such relationships also facilitate the efforts of OEMs to
develop certain models for the world automotive market. Our recent
establishment of facilities in Mexico and Brazil will further augment our
already significant capabilities to design and manufacture plastic
components and systems worldwide.
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THE ACQUISITION

Venture has, for many years, been a key supplier to North American OEMs.
Venture's extensive design and manufacturing expertise, coupled with strategic
acquisitions, has enabled it to diversify its customer base and technological
capabilities, such that Venture has become a leading participant in the supply
of molded and painted interior and exterior plastic components and systems to
North American OEMs. For the 5 year period ended December 31, 1998, Venture's
net sales grew from $205.6 million to $645.2 million, a compounded annual growth
rate ("CAGR") of 25.7%, and its EBITDA grew from $40.1 million to $94.2 million,
a CAGR of 18.6%. In 1996, Venture expanded its customer relationships and
technological capabilities through strategic acquisitions of Bailey Corporation
("Bailey") and of certain assets of AutoStyle Plastics, Inc. ("AutoStyle" and,
together with Bailey, the "1996 Acquisitions").

A key element of Venture's business strategy has been to increase its
global presence to meet its OEM customers' global needs. Venture considers the
Acquisition an attractive opportunity to further this strategy. Peguform is a
leading international designer and manufacturer of complete interior modules,
door panels and dashboards and of exterior modules and other structural plastic
body parts, including bumper fascias and hatchback doors. Peguform operates
manufacturing facilities in Germany, Spain, France and the Czech Republic, and
has recently followed certain of its key OEM customers into Mexico and Brazil.
Peguform's manufacturing network is enhanced by 9 module centers across Europe,
serving as final assembly units located directly at, or very close to, selected
customers' car assembly plants. Peguform's proven ability to gain development
orders for new and successor models is enhanced by its product engineering
efforts, including such innovations as thermoplastic bumpers, a proprietary
slush molding process, a thermoplastic hatchback door and painting technologies
such as electro-static painting and the use of water-based paint. For the
12-months ended December 31, 1998, Peguform had net sales of $1,260.6 million.

Peguform's established and significant presence in Europe complements
Venture's strengths in North America, giving us the ability to service existing
OEM customers much more broadly than either Venture or Peguform could
individually. Additionally, we believe that the Acquisition enhances the
businesses of both Venture and Peguform in additional ways, representing
mutually beneficial synergies that go beyond the expansion of geographic reach,
including the following:

- EXPANDED ENGINEERING CAPABILITIES;

- COMPLEMENTARY TECHNOLOGY;

- STRENGTHENED AND EXPANDED CUSTOMER RELATIONSHIPS; AND

- OPERATIONAL EFFICIENCIES.

COMPETITIVE STRENGTHS

We believe we have the following key competitive strengths, which enhance
our ability to compete successfully in our industry:

- LEADING MARKET POSITION. We are among the largest suppliers of interior
and exterior plastic components and systems to the North American and
European automotive markets. We currently supply components or systems on
over 150 models, including 4 out of 5 of the top selling models in both
the United States and Europe. We believe that OEMs increasingly favor
large, multi-national, integrated suppliers with whom they can establish
global strategic relationships. These strategic relationships require
suppliers to be able to offer their customers worldwide manufacturing and
design and engineering resources.

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competitors that are less diversified. We believe the geographic breadth
of our customer base and our full-service capabilities position us to
further benefit from the current consolidation and globalization trends
in the automotive industry.

- WORLDWIDE FULL-SERVICE PROGRAM MANAGEMENT CAPABILITIES. As OEMs have
focused increasingly on shortening vehicle design and production cycles
and reducing design and production costs, suppliers who have the ability
to cost-effectively take an idea or design from concept to mass
production ("art to part") are being involved at the initial stages of
the process. We are successful in meeting the increased demands by OEMs
for their suppliers to provide full-service program management because of
our expertise in design and engineering, tooling, and multiple
manufacturing processes. As a result, we have increasingly been selected
as a sole-source supplier for vehicle components and integrated systems.
We believe that the evolution of the OEM relationship into strategic
partnerships provides a significant advantage to us because of our
ability to meet a customer's art to part needs on a global basis.

- MULTIPLE EXTERIOR AND INTERIOR PLASTIC TECHNOLOGIES. We believe that we
are 1 of only a small number of automotive suppliers that can provide its
customers with both full-service program management capability and a wide
array of alternative plastic molding and painting technologies on a
global basis. We possess the latest technologies associated with
thermoplastic injection molding, compression molding, reaction injection
molding ("RIM"), slush molding, sheet molding compounds, composite
technologies, and water-based paints. By possessing a wide range of
plastic design and manufacturing technologies, we are able to distinguish
ourselves from our competition by offering the process that will best
meet the customers' needs, while often lowering design and production
costs and shortening the product development cycle.

- JUST-IN-TIME/SEQUENTIAL SHIPPING CAPABILITIES. As OEMs have moved to
just-in-time inventory management, the timeliness and reliability of
shipments by their suppliers have become increasingly important. To
service our customers more effectively, we utilize just-in-time
manufacturing and sourcing systems, which enable us to meet our
customers' requirements for on-time deliveries while minimizing the
carrying levels of inventory. Our international production facilities and
module centers are strategically located close to our OEM customers'
facilities. We also offer our customers sequential shipping, in which
components are sent to the OEMs in the specific order in which vehicles
are to be assembled, based on as little as 2 hours lead time. We believe
we have established a reputation as a highly reliable and timely supplier
able to meet our customers' demanding delivery requirements.

- EXPERIENCED MANAGEMENT TEAM. We believe our management's long history of
mutually successful relationships with a wide variety of OEM and Tier I
customers will provide a competitive advantage as the industry trends of
consolidation, outsourcing and globalization continue. Our management
team is highly experienced and has significant expertise in the North
American, European and other automotive markets. We have gained
additional experience in global operations through affiliate companies of
Venture, including operations in Australia, Asia and Africa, all of which
share the Venture name. As evidenced by the 1996 Acquisitions, our
management team has a proven track record of successfully assimilating
and integrating large, strategic acquisitions.

BUSINESS STRATEGY

Our business strategy is to use our competitive strengths to further our
position as a leading automotive supplier. The principal components of this
strategy are as follows:

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global design and engineering services to our customers. The Advanced
Engineering Center integrates the use of CAD/CAM and utilizes the latest
optical design technology to rapidly and cost effectively replicate and
modify existing designs, as well as to design new prototypes, using a
proprietary reverse engineering process, licensed from an affiliate,
called reverse engineering automated process for rapid prototyping
("REAP"). We also believe it is highly important to be able to offer a
broad range of manufacturing processes and technologies to our customers
for the production of a wide array of plastic components and systems.
Both the 1996 Acquisitions and the Acquisition fit this strategy by
enhancing our ability to provide customers with multiple exterior and
interior technologies, specifically by adding expertise in sheet molding
compounds, slush molding and composite technologies, as well as
sophisticated painting processes. We intend to continue to invest
significantly in our design, engineering and manufacturing capabilities
in order to meet our customers' needs for innovation, quality,
reliability, lower costs and reduced lead times. We believe our continued
ability to design, engineer, tool and manufacture highly engineered
components, modules and systems will provide additional opportunities to
supply an increasing number of products to existing customers and expand
our customer base.

- CONTINUE TO DEVELOP AND MANUFACTURE HIGH QUALITY PRODUCTS. We believe we
maintain an excellent reputation with the OEMs for providing high quality
products and customer service at competitive prices. Our reputation is
exemplified by our receipt of several major quality awards from our OEM
customers in both North America and Europe. Quality levels are currently
being standardized across OEMs through the QS-9000 program which is
expected to lower the cost of maintaining separate quality programs. All
Venture manufacturing, tooling and design facilities, and 9 Peguform
manufacturing facilities are QS-9000 certified.

- EMPHASIZE CONTINUOUS IMPROVEMENT PROCESSES. Venture follows "lean
manufacturing" and "Kaizen," or continuous improvement, philosophies that
seek to identify and eliminate waste in our own operations and in those
of our customers and suppliers. These philosophies emphasize employee
involvement in all phases of our operations by (1) empowering employees
at all levels with responsibility for their work, which leads to a
quicker identification of production issues; (2) forming cross-functional
teams to investigate opportunities for process improvements; and (3)
rewarding employee participation and involvement through financial
incentives. We have successfully implemented these philosophies in the
1996 Acquisitions, and intend to implement these philosophies throughout
Peguform.

- MAXIMIZE OPERATING EFFICIENCIES AND LOWER COST STRUCTURE AT ACQUIRED
COMPANIES. We believe there are a number of areas in which we can achieve
annual cost savings related to the Acquisition. We have successfully
effected significant cost savings in past acquisitions. With respect to
the 1996 Acquisitions, we have been able to employ our lean manufacturing
process, which enables us to grow our business with existing management
and assets, and less capital expenditures. These operational
efficiencies, combined with our tooling and design capabilities, have
helped us to achieve substantial cost savings. We expect the principal
components of cost savings related to the Acquisition will be in the
areas of material and tooling costs, as further described below:

Materials Cost Savings. We believe there are many opportunities to
reduce materials costs in areas such as raw materials, paint and other
materials, due to the similarities in plastic components manufactured by
Venture and Peguform. In some cases, these materials are currently
purchased from the same suppliers. Additionally, we expect to gain
increased purchasing leverage after completion of the Acquisition,
resulting in more favorable materials costs throughout our entire
operation. As a result of our analysis of the same or comparable
materials, and their respective costs and volumes at Venture and
Peguform, we believe we can achieve approximately $15.0 million in
materials cost savings in our first full year of operations following
the Acquisition.

Tooling Cost Savings. Peguform has historically outsourced all of its
tooling requirements. Venture has consistently invested in maintaining a
sophisticated, in-house tooling capability. We

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believe Venture's tooling capabilities not only provide a competitive
advantage, but also typically result in lower tooling costs than would
otherwise be the case if tooling were outsourced to other tooling
manufacturers. We and our affiliated companies currently have capacity
to manufacture in-house a significant portion of the tooling
requirements which Peguform has traditionally outsourced.

Other Operating Efficiencies. In addition to materials and tooling cost
savings, we believe there are other opportunities to improve Peguform's
cost structure after completion of the Acquisition. Some of these
opportunities include elimination of redundant administrative expense
items, shared design, engineering and program management resources,
manufacturing efficiencies and production of certain components in-house
that are currently outsourced by Peguform.

- STRATEGIC EXPANSION. We are committed to continue our strategic,
geographic expansion in order to serve our customer base globally. In
addition, we expect to make selective acquisitions and investments, or
enter into strategic alliances, to broaden our service offerings and
further enhance our systems integration capability. We believe that the
consolidation of the automotive supplier base and geographic expansion of
our customers will present additional opportunities for growth.

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SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL AND OPERATING DATA OF THE
COMPANY

The following table sets forth summary unaudited consolidated pro forma
financial and operating data of the Company. The summary unaudited consolidated
pro forma statement of operations and other data give effect to the Acquisition,
the offering of the Notes and the New Credit Agreement, as if they had occurred
as of January 1, 1998. The summary unaudited consolidated pro forma balance
sheet data as of December 31, 1998 gives effect to the Acquisition, the offering
of the Notes and the New Credit Agreement, as if they had occurred as of such
date. The unaudited consolidated pro forma statement of operations does not
include pro forma adjustments for certain non-recurring costs and charges,
consisting of (1) the prepayment charge of $3.9 million on the redemption of our
$78.9 million of 9 3/4% Senior Subordinated Notes (the "Existing Senior
Subordinated Notes") and (2) the related $1.9 million write-off of deferred
financing costs. See "Use of Proceeds" and "Capitalization." The summary
unaudited pro forma financial data do not purport to represent what the
Company's results of operations actually would have been if the Acquisition had
occurred as of such date and are not necessarily indicative of future operating
results or financial position. The information contained in this table should be
read in conjunction with "Selected Consolidated Financial Data of Venture,"
"Selected Consolidated Financial Data of Peguform," "Unaudited Pro Forma
Financial Statements," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the financial statements of Venture and
Peguform, including the notes thereto, appearing elsewhere in this offering
memorandum.

YEAR ENDED
DECEMBER 31,
1998(1)
------------
(DOLLARS IN
THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Net sales................................................. $1,933,452
Gross profit.............................................. 254,903
Income from operations.................................... 62,215
Interest expense(2)....................................... 71,950
Net loss before taxes..................................... (6,371)
Net income................................................ 2,635
OTHER FINANCIAL DATA:
EBITDA(3)................................................. $ 169,003
Adjusted EBITDA(4)........................................ 195,096
Depreciation and amortization............................. 100,117
Capital Expenditures...................................... 102,377
SELECTED RATIOS:
Adjusted EBITDA to Interest Expense....................... 2.7x
Total debt to Adjusted EBITDA............................. 4.5x
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital........................................... $ 238,863
Property, plant and equipment -- net...................... 512,565
Total assets.............................................. 1,306,076
Total debt................................................ 885,957
Trust principal(5)........................................ 69,901

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- ------------
(Dollars in thousands)

(1) Operating data for Peguform is based on the 12-month period ended December
31, 1998.

(2) Represents gross interest expense and does not include interest income of
$3,364 at Peguform for the 12-months ended December 31, 1998. See "Unaudited
Consolidated Pro Forma Statement of Operations."

(3) EBITDA represents income from operations, net of minority interest, before
deducting taxes (including the Michigan single business tax), depreciation,
amortization, interest and payment to beneficiary in lieu of taxes. EBITDA
is not presented as an alternative to net income, as a measure of operating
results or as an indicator of the Company's performance, nor is it presented
as an alternative to cash flow or as a measure of liquidity, but rather to
provide additional information related to debt service capacity. EBITDA
should not be considered in isolation or as a substitute for net income or
cash flow data prepared in accordance with generally accepted accounting
principles or as a measure of a company's profitability. EBITDA, while
commonly used, is not calculated uniformly by all companies and should not
be used as a comparative measure without further analysis, nor does EBITDA
necessarily represent funds available for discretionary use. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for a discussion of liquidity and operating results.

(4) Adjusted EBITDA is EBITDA plus (i) a non-recurring charge of $11,093 at
Peguform related to start-up production costs on the Mercedes A-Class
hatchback program; and (ii) $15,000 of anticipated materials cost savings,
which we believe can be achieved in the first full year of operations after
the Acquisition, based upon management's estimates of materials cost savings
expected from a combination of: (a) increased purchasing volume; (b) taking
advantage of lower cost arrangements for specific materials currently
enjoyed by either Venture or Peguform, and applying such lower costs on a
Company-wide basis by leveraging existing suppliers or alternate suppliers;
and (c) efficiencies expected from a more coordinated purchasing function in
Europe. See "Risk Factors -- Risks Associated with the Acquisition; Ability
to Achieve Anticipated Cost Savings."

(5) Represents amount as adjusted downward for (a) the elimination of Peguform's
stockholders' equity, adjusted by $1,498 for accumulated other comprehensive
income relating to Peguform's minimum pension liability, and (b) the
repayment of the Existing Senior Subordinated Notes of $78,940, the
pre-payment premium of $3,848 paid to retire the Existing Senior
Subordinated Notes early and the write-off of $1,866 in unamortized
financing costs associated with the repayment of the Existing Senior
Subordinated Notes.

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SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA OF VENTURE

The following table sets forth summary historical financial and operating
data of Venture. The summary income statement data and balance sheet data as of
and for each of the fiscal years in the 5-year period ended December 31, 1998
were derived from the audited consolidated financial statements of Venture. The
summary historical financial data for the 3 months ended March 31, 1999 and 1998
have been derived from Venture's unaudited condensed consolidated financial
statements. The information contained in this table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements of Venture,
including the notes thereto, appearing elsewhere in this offering memorandum.

THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
---------------------------------------------------- -----------------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
(UNAUDITED)
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)

INCOME STATEMENT
DATA(1)(2):
Net sales................ $244,112 $251,142 $351,777 $624,113 $645,196 $166,612 $165,992
Cost of products sold.... 199,717 211,262 302,940 521,361 532,809 133,616 133,070
-------- -------- -------- -------- -------- -------- --------
Gross profit............. 44,395 39,880 48,837 102,752 112,387 32,996 32,922
Selling, general and
administrative
expense............... 19,200 20,129 26,588 57,217 59,689 14,855 14,270
Payment to beneficiary in
lieu of taxes......... 3,405 577 666 472 535 -- --
-------- -------- -------- -------- -------- -------- --------
Income from
operations.......... 21,790 19,174 21,583 45,063 52,163 18,141 18,652
Interest expense......... 14,345 15,032 19,248 30,182 36,641 7,145 9,479
-------- -------- -------- -------- -------- -------- --------
Net income before
extraordinary items
and taxes........... 7,445 4,142 2,335 14,881 15,522 10,996 9,173
Net extraordinary loss on
early retirement of
debt.................. -- -- 2,738 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income after
extraordinary items... 7,445 4,142 (403) 14,881 15,522 10,996 9,173
Tax provision(3)......... -- -- 336 3,358 1,954 1,465 1,067
-------- -------- -------- -------- -------- -------- --------
Net income (loss)........ 7,445 4,142 (739) 11,523 13,568 9,531 8,106

OTHER FINANCIAL DATA:
EBITDA(4)................ $ 41,021 $ 37,001 $ 46,123 $ 80,391 $ 94,216 $ 28,336 $ 30,205
Depreciation and
amortization.......... 14,070 16,068 22,628 32,147 39,320 9,079 10,794
Capital expenditures..... 22,798 20,339 64,593 33,012 24,706 8,371 2,688

BALANCE SHEET DATA (AT END
OF PERIOD):
Working capital.......... $ 85,258 $ 74,354 $ 83,404 $125,101 $168,655 $156,076 $178,756
Property, plant and
equipment -- net...... 111,472 116,299 203,975 205,765 200,544 205,529 196,226
Total assets............. 234,435 231,602 498,067 524,122 541,315 564,341 550,516
Total debt............... 153,118 152,463 299,996 336,188 364,939 357,796 362,656
Trust principal.......... 49,356 53,498 52,759 64,282 77,113 73,813 85,219

12
13

- ------------
(1) The Trust operates as a holding company and has no independent operations of
its own. Separate financial statements of the Trust's subsidiaries have not
been presented because we do not believe that such information would be
material to a decision to invest in the Notes.

(2) The results for 1996 include the operations of Bailey from August 26, 1996,
and of AutoStyle from June 3, 1996.

(3) This provision relates solely to Venture Holdings Corporation (which
operates Bailey) and its subsidiaries (see Note 2 above). Other significant
subsidiaries of the Trust have elected "S" corporation status under the
Internal Revenue Code of 1986, as amended (the "Code") or are limited
liability companies ("LLCs") (taxed as partnerships) and, consequently,
Venture does not incur liability for federal and certain state income taxes
for these subsidiaries. Upon termination of the Trust, the "S" corporation
elections may terminate and the corporation succeeding the Trust according
to the terms of the Trust may be subject to income tax.

(4) EBITDA represents income from operations before deducting taxes (including
the Michigan single business tax), depreciation, amortization, interest and
payment to beneficiary in lieu of taxes. EBITDA is not presented as an
alternative to net income, as a measure of operating results or as an
indicator of Venture's performance, nor is it presented as an alternative to
cash flow or as a measure of liquidity, but rather to provide additional
information related to debt service capacity. EBITDA should not be
considered in isolation or as a substitute for net income or cash flow data
prepared in accordance with generally accepted accounting principles or as a
measure of a company's profitability. EBITDA, while commonly used, is not
calculated uniformly by all companies and should not be used as a
comparative measure without further analysis, nor does EBITDA necessarily
represent funds available for discretionary use. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
for a discussion of liquidity and operating results.

13
14

SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA OF PEGUFORM

The following table sets forth summary historical financial and operating
data of Peguform. The summary income statement data and balance sheet data as of
and for the two year period ended September 30, 1998 were derived from the
audited consolidated financial statements of Peguform. The summary income
statement data and balance sheet data as of and for the three month period ended
December 31, 1997 and 1998 are derived from unaudited financial statements of
Peguform. The information contained in this table should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements of Peguform, including the
notes thereto, appearing elsewhere in this offering memorandum.

Solely for the convenience of the readers, the following consolidated
financial statements have been translated to United States dollars at the rate
of DEM 1.6767 per United States dollar, the Noon Buying Rate as of December 31,
1998. The translation should not be construed as a representation that the
amounts shown could be converted into United States dollars at such rate or any
other rate.

THREE MONTHS ENDED
YEARS ENDED SEPTEMBER 30, DECEMBER 31,
-------------------------- -----------------------
1997 1998 1997 1998
---- ---- ---- ----
(UNAUDITED)
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)

INCOME STATEMENT DATA:
Net sales....................................... $ 992,953 $1,179,518 $263,518 $ 344,561
Other revenues.................................. 10,567 27,272 754 1,177
---------- ---------- -------- ---------
Total revenues.................................. 1,003,520 1,206,790 264,272 345,738
Cost of products sold........................... 884,146 1,077,184 241,233 309,789
---------- ---------- -------- ---------
Gross profit.................................... 119,374 129,606 23,039 35,949
Selling, general and administrative expenses.... 92,102 119,902 22,613 30,660
Other expenses.................................. 4,487 1,436 5,298 951
Interest expense (net).......................... 13,877 14,309 4,064 3,777
---------- ---------- -------- ---------
Income before income taxes.................... 8,908 (6,041) (8,936) 561
Taxes on income................................. 3,596 3,614 534 476
Minority interest............................... 369 (301) (2) (275)
---------- ---------- -------- ---------
Net income...................................... $ 4,943 $ (9,354) $ (9,468) $ 360
OTHER FINANCIAL DATA:
EBITDA(1)....................................... $ 77,278 $ 64,947 $ 9,735 $ 19,575
EBITDA (as adjusted)(2)......................... 76,040
Depreciation and amortization................... 52,381 52,922 14,196 14,645
Capital Expenditures............................ 60,842 85,616 22,101 14,156
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital(3).............................. $ 45,668 $ 43,061 $ 78,255 $ 26,472
Property, plant and equipment -- net............ 291,178 319,198 297,206 312,021
Total assets.................................... 625,446 663,224 676,969 651,635
Total debt...................................... 245,464 273,287 323,199 272,261
Total stockholders equity....................... 130,239 128,011 119,930 128,419

- ------------
(1) EBITDA represents income from operations, net of minority interest, before
deducting taxes, depreciation, amortization, and interest. EBITDA is not
presented as an alternative to net income, as a measure of operating results
or as an indicator of Peguform's performance, nor is it presented as an
alternative to cash flow or as a measure of liquidity, but rather to provide
additional information related to debt service capacity. EBITDA should not
be considered in isolation or as a substitute for net income or cash flow
data prepared in accordance with generally accepted accounting principles or
as a measure of a company's profitability. EBITDA, while commonly used, is
not calculated uniformly by all companies and should not be used as a
comparative measure without further analysis, nor does EBITDA necessarily
represent funds available for discretionary use. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
for a discussion of liquidity and operating results.

(2) EBITDA (as adjusted) represents EBITDA plus a non-recurring charge of
$11,093 related to start-up production costs on the Mercedes A-Class
hatchback program.

(3) Working capital does not include loans payable to Peguform's parent of
$158,031 at September 30, 1997, $183,957 at September 30, 1998, $209,922 at
December 31, 1997 and $164,850 at December 31, 1998. All outstanding
intercompany loans will be repaid as part of the purchase price upon
consummation of the Acquisition.

14
15

RISK FACTORS

This offering memorandum includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934 (the "Exchange Act") including, in particular, the
statements about the Company's plans, strategies, and prospects under the
headings "Summary," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," and "Business." Although we believe that our plans,
intentions and expectations reflected in or suggested by such forward-looking
statements are reasonable, we can give no assurance that such plans, intentions
or expectations will be achieved. Important factors that could cause actual
results to differ materially from the forward-looking statements we make in this
offering memorandum are set forth below and elsewhere in this offering
memorandum. See "Forward-Looking Statements." All forward-looking statements
attributable to the Company or persons acting on our behalf are expressly
qualified in their entirety by the following cautionary statements.

SUBSTANTIAL LEVERAGE -- OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT THE
FINANCIAL HEALTH OF THE COMPANY AND PREVENT US FROM FULFILLING OUR OBLIGATIONS
UNDER THESE NOTES.

We have now and, after the offering, will continue to have, a significant
amount of indebtedness. The following chart shows certain important credit
statistics and is presented assuming we had completed the Acquisition and the
financing thereof, including this offering, as of December 31, 1998:

AT DECEMBER 31, 1998
PRO FORMA, AS ADJUSTED
----------------------
(DOLLARS IN THOUSANDS)

Total indebtedness (excludes $2,975 of outstanding letters
of credit)................................................ $885,957
Trust principal............................................. $ 69,901
Debt to equity ratio........................................ 12.7x

On a pro forma basis for the year ended December 31, 1998, our earnings
were insufficient to cover fixed charges by $5.0 million.

Our substantial indebtedness could have important consequences to you. For
example, it could:

- make it more difficult for us to satisfy our obligations with respect to
these Notes;

- increase our vulnerability to general adverse economic and industry
conditions;

- require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures, research and development efforts and other general
corporate purposes;

- limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;

- place us at a competitive disadvantage compared to our competitors that
have less debt; and

- limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional funds;
specifically our New Credit Agreement and the indenture governing our
$205 million of 9 1/2% Senior Notes due 2005 (the "Existing Senior
Notes") contain many covenants that are more restrictive than those
applicable to these Notes. Failing to comply with those covenants could
result in an event of default which, if not cured or waived, could have a
material adverse effect on us.

See "Description of Notes" and "Description of Certain Indebtedness."

15
16

ABILITY TO SERVICE DEBT -- TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A
SIGNIFICANT AMOUNT OF CASH. OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS
BEYOND OUR CONTROL.

Our ability to make payments on and to refinance our indebtedness,
including these Notes, and to fund planned capital expenditures and research and
development efforts will depend on our ability to generate cash in the future.
This, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are beyond our
control.

Based on our current level of operations and anticipated cost savings and
operating improvements, we believe our cash flow from operations, available cash
and available borrowings under the New Credit Agreement will be adequate to meet
our future liquidity needs for at least the next few years.

We cannot assure you, however, that our business will generate sufficient
cash flow from operations, that currently anticipated cost savings and operating
improvements will be realized as anticipated or that future borrowings will be
available to us under the New Credit Agreement in an amount sufficient to enable
us to pay our indebtedness, including these Notes, or to fund our other
liquidity needs. We may need to refinance all or a portion of our indebtedness,
including these Notes, on or before maturity. We cannot assure you that we will
be able to refinance any of our indebtedness, including the New Credit
Agreement, the Existing Senior Notes or these Notes, on commercially reasonable
terms or at all.

RISKS ASSOCIATED WITH THE ACQUISITION; ABILITY TO ACHIEVE ANTICIPATED COST
SAVINGS -- WE MAY NOT RECEIVE THE DESIRED BENEFITS FROM THE ACQUISITION.

We cannot assure you that the Company will realize the expected benefits of
the Acquisition. Also, we may experience difficulty integrating Peguform's
operations with Venture's, and we may not derive the expected cost savings from
the integration. The integration of Peguform into Venture's business will
require the expertise of several key managers who are expected to remain with
us, but may not remain during the entire period of integration.

We estimate that we will realize certain cost savings following the
Acquisition, including: (1) materials cost savings in respect of which we have
included $15.0 million in cost savings in Adjusted EBITDA; (2) tooling cost
savings; and (3) operating efficiencies. See "Summary -- Business Strategy." The
expected cost savings from the integration of Peguform's operation with
Venture's including any materials cost savings, are based on our estimates and
assumptions, which are inherently uncertain and are subject to significant
business, economic and other uncertainties and contingencies, all of which are
difficult to predict and many of which are beyond our control. A portion of the
materials cost savings and operating efficiencies are premised on the assumption
that certain purchasing costs and levels of efficiency realized by either
Venture or Peguform will continue to be achieved by the combined Company
following the Acquisition. Other estimates were based on a management consensus
as to what levels of purchasing and similar efficiencies should be achievable by
an entity our size. Estimates of potential cost savings are forward-looking
statements that are inherently uncertain. A portion of our anticipated cost
savings, in particular a portion of anticipated tooling cost savings, will not
be realized for one or more years following the Acquisition. Actual cost
savings, if any, could differ materially from those projected.

All of these forward-looking statements are based on our estimates and
assumptions, which although we believe to be reasonable, are inherently
uncertain and difficult to predict; therefore, undue reliance should not be
placed upon such estimates. The following important factors (as well as the
factors set forth in "Forward-Looking Statements"), among others, could cause us
not to achieve the cost savings contemplated herein or otherwise cause our
results of operations to be adversely affected in future periods: (1) inability
to negotiate more favorable terms with suppliers; (2) inability to achieve
future sales levels or other operating results that support the cost savings;
and (3) operational inefficiencies in our distribution or other systems. Many of
these factors are beyond our control. In addition, there can be no assurance
that unforeseen costs and expenses or other factors will not offset the
estimated cost savings or other components, or our plan in whole or in part.

16
17

RELIANCE ON MAJOR CUSTOMERS; THE OEM SUPPLIER INDUSTRY -- WE ARE DEPENDENT UPON
A GROUP OF CUSTOMERS WHOSE NEEDS ARE CYCLICAL AND LARGELY DEPENDENT UPON
CUSTOMER DEMAND.

We compete in the global OEM automobile supplier industry in which OEMs may
exert considerable pressure on suppliers such as us. Our sales to our major OEM
customers for the year ended December 31, 1998, on a pro forma basis, were
approximately:

- Volkswagen Group: 30.1%
(including Audi AG, Skoda Automobilova, Seat, S.A. and
Volkswagen AG)
- General Motors Corporation: 12.6%
- DaimlerChrysler AG: 10.5%
- Ford Motor Company: 8.2%
- PSA Peugeot Citroen: 5.8%

Sales to these customers consist of large numbers of different parts,
tooling and other services, which are sold to separate operating groups within
each customer's organization. Purchase orders from these customers generally
cover a particular model year rather than a specific quantity of products. The
loss of a significant number of operating groups or purchase orders, or a
decrease in demand for certain models could have a material adverse affect on
us. The failure to obtain purchase orders for new models or the failure to
continue business on redesigned existing models could also adversely affect us.
Furthermore, the OEMs can exert considerable pressure on their suppliers for
increased quality standards, price reductions or additional engineering
capabilities. Increased costs may result from such changes and adversely affect
the Company.

Finally, the OEM supplier industry is very cyclical and dependent upon the
overall strength of consumer demand for light trucks and passenger cars. The
industry is also subject to regulatory requirements, trade agreements and other
factors beyond our control. The automotive industry, for which we supply
components and systems, may experience downturns. An economic recession
generally has a greater impact on highly leveraged companies like us. A decrease
in overall consumer demand for motor vehicles, in general, or specific segments,
could adversely affect us.

UNIONIZED WORKFORCE -- WE MAY BE ADVERSELY IMPACTED BY WORK STOPPAGES AND OTHER
LABOR RELATIONS MATTERS.

Certain of our North American employees, most of our European employees,
and many employees of the OEMs and our other customers are unionized. Work
stoppages, slow-downs or other labor disputes could adversely affect our output.
In the year ended December 31, 1998, for example, our operations were affected
by a prolonged labor dispute at General Motors. In addition, collective
bargaining agreements with unionized employees at each of the 3 major U.S. OEMs
expire in the Fall of 1999, and any disputes arising from the negotiation of new
agreements could adversely affect our operations. We are currently negotiating a
new collective bargaining agreement with the employees at our Seabrook, New
Hampshire facility. The current agreement expires in June 1999. While we expect
to reach agreement with our Seabrook employees prior to the expiration of the
current contract, we cannot assure you that a labor dispute will not occur at
this facility.

COMPETITION -- WE MAY NOT CONTINUE TO PERFORM SUCCESSFULLY IN OUR HIGHLY
COMPETITIVE INDUSTRY.

We compete in a highly competitive industry. Many actual or potential
competitors exist, including the internal component operations of the OEMs as
well as independent suppliers. Many of these competitors are larger than us. The
industry is becoming increasingly competitive due to supplier consolidations and
the spin-off of formerly in-house OEM plastics manufacturing facilities. We
compete on the basis of geographic presence, quality, cost, timely delivery and
customer service and, increasingly, design and engineering capability, painting
capability, new product innovation, broad product offerings, product testing
capability and ability to reduce the time from concept to mass production. As
the OEMs strive to reduce new model development cost and timing, innovation,
design and engineering will become increasingly important in distinguishing
competitors. We may not be able to continue to compete successfully in this
environment.

17
18

RAW MATERIALS -- WE MAY EXPERIENCE SHORTAGES OF RAW MATERIALS NECESSARY TO OUR
MANUFACTURING PROCESSES.

Our manufacturing processes use a variety of raw materials, principally
engineered plastic resins such as nylon, polypropylene (including
thermoplastics), polycarbonate, acrylonitrile-butadiene-styrene, fiberglass
reinforced polyester, polyethylene terephthalate ("PET") and thermoplastic
polyurethane; a variety of ingredients used in compounding materials used in the
compression molding process; paint related products; and steel for production
molds. Our customers usually specify materials and suppliers to be used for a
specific program, but we cannot assure you that the specified suppliers will
always be able to supply the specified materials or that alternative sources
will be available. We obtain most of our raw materials from 1 year supply
agreements in which we estimate our annual needs. We generally issue releases
against these agreements only when we receive corresponding orders from our
customers. Although we have not historically experienced raw material shortages,
we could face shortages in the future.

CONTROL; AFFILIATED TRANSACTIONS -- LARRY J. WINGET ("MR. WINGET"), THE SOLE
BENEFICIARY AND TRUSTEE OF THE TRUST, WHICH IS THE ISSUER OF THE NOTES AND
DIRECTLY OR INDIRECTLY OWNS THE CAPITAL STOCK OF EACH GUARANTOR, EXERTS
SIGNIFICANT CONTROL OVER US. ALSO, WE RELY ON NON-ARMS'-LENGTH TRANSACTIONS
ENTERED INTO WITH MR. WINGET AND AFFILIATED ENTITIES HE CONTROLS.

The Trust is the sole issuer of these Notes and owns the capital stock of
each guarantor. Mr. Winget is the trustee and sole beneficiary of the Trust.
Therefore, Mr. Winget may elect or remove the directors of the guarantor and
non-guarantor subsidiaries and exercise other control over their operations. The
Trust makes distributions to Mr. Winget and compensates him as an Executive
Manager of the Company. Also, we have entered into many agreements with Mr.
Winget and the entities he owns or controls. We depend on these entities to
provide necessary facilities, machinery, equipment, technology and services.
Since we operate for the benefit of Mr. Winget, the terms of these transactions
are not necessarily the result of "arms'-length" bargaining, but we believe that
the transactions are on terms no less favorable to us than would be obtained if
such transactions or arrangements were arms'-length transactions with
non-affiliated persons. The indenture governing the Existing Senior Notes and
the indentures governing these Notes require us to have a "Fairness Committee"
with at least one independent member to approve this type of transaction. Also,
such indentures restrict distributions to Mr. Winget and contain an agreement
with Mr. Winget which requires him to offer corporate opportunities to us before
he pursues such opportunities individually or through other companies he owns or
controls.

See "Description of Certain Indebtedness" and "Certain Transactions."

RISKS ASSOCIATED WITH ACQUISITIONS -- WE MAY NOT BE ABLE TO IMPLEMENT OUR
STRATEGY OF SUCCESSFULLY COMPLETING FUTURE ACQUISITIONS. COMPLETED ACQUISITIONS
MAY LEAD TO UNEXPECTED LIABILITIES.

Our business strategy allows for growth through selected acquisitions in
order to expand our markets and take advantage of the consolidating trend in the
automotive supplier industry. The full benefits of these acquisitions require
integration of administrative, finance, sales and marketing approaches, and
coordination of administration, marketing and sales organizations. Occasionally
a completed acquisition may adversely affect our financial condition and
reporting results, including our capital requirements and the accounting
treatment of these acquisitions. Completed acquisitions may also lead to
significant unexpected liabilities after the consummation of such acquisitions.

See "Risks Associated with the Acquisition; Ability to Achieve Anticipated
Cost Savings."

ENVIRONMENTAL -- THE COMPANY MAY BE ADVERSELY AFFECTED BY ENVIRONMENTAL CLAIMS
RESULTING FROM OUR METHODS OF OPERATIONS.

Our operations are subject to federal, state and local environmental, and
occupational safety and health laws and regulations in the United States and
other countries. The Company has been subject to claims for environmental
matters relating to the disposal of hazardous substances and wastes. In
addition, we anticipate capital expenditures at certain of our manufacturing
facilities to decrease the release of certain compounds into the air resulting
from our painting process. Also, fines may be levied against us for the release
of such compounds. Although we have taken steps to minimize the environmental
risks of our

18
19

operations, we cannot assure you that our activities will not result in further
environmental claims. However, we believe that our current environmental
liabilities will not result in material adverse effects upon the Company.

See "Business -- Environmental Matters" and "-- Legal Proceedings."

YEAR 2000 -- WE CANNOT ASSURE YOU THAT WE, OR OUR CUSTOMERS AND SUPPLIERS, WILL
BE YEAR 2000 COMPLIANT. PROBLEMS ASSOCIATED WITH THE YEAR 2000 MAY ADVERSELY
AFFECT OUR OPERATIONS.

We cannot assure you that our computer systems or software products or
those of our suppliers and customers will accept input of, store, manipulate and
output dates prior to the year 2000 or thereafter without error or interruption.
We are assessing the issues related to the year 2000 problem, and we have
implemented a readiness program to mitigate the problem of business interruption
or other risks. We are also requesting assurances from our significant suppliers
and customers that their systems are year 2000 compliant or that they are
identifying and addressing problems to ready themselves for the year 2000. We
cannot assure you that we will identify all year 2000 problems in advance of
their occurrence, or that we will be able to successfully remedy problems that
are discovered. The expense of our efforts to identify and address such
problems, or the expenses or liabilities to which we may become subject to as a
result of such problems, could have a material adverse effect on the Company.

SUBSTANTIAL FOREIGN OPERATIONS -- OUR SIGNIFICANT INTERNATIONAL OPERATIONS MAKE
US SUSCEPTIBLE TO FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND SEVERAL OTHER
RISKS THAT ARE BEYOND OUR CONTROL.

Over two-thirds of our revenue and over one-half of our net assets are
derived from operations outside of the United States. We are therefore subject
to risks associated with operations in foreign countries, including fluctuations
in currency exchange rates, tariffs and other trade barriers, longer accounts
payable cycles and limits on conversion of foreign currencies into dollars. In
addition, certain countries place limits on the remittance of dividends by
companies organized in such countries to their shareholders. Such dividend
payment restrictions may limit the amount of cash available from our foreign
subsidiaries to service our debt. See "Company Structure; Not all Subsidiaries
are Guarantors." Our financial condition and results of operations, reported in
United States dollars, may be affected by fluctuations in the value of
currencies in which we transact business, particularly the euro, and for such
period of time as those currencies remain in existence, the German Mark, the
French Franc, the Spanish Peseta, the Czech Republic Koruna and the Brazilian
Real. Exchange rate fluctuations could have a material adverse effect on us. In
addition, we incur additional costs of compliance with local regulations by
operating in a number of countries. Changes in local economic or political
conditions could impact our manufacturing, assembly and distribution
capabilities. We intend to hedge currency exchange risks, but such hedges may
not eliminate the risk completely. The costs related to these international
operations could adversely affect the Company.

Under the European Union Treaty, the "euro" was introduced on January 1,
1999 which, subject to the fulfillment of certain conditions, will replace the
currencies of certain member states of the European Union. There can be no
assurance that the introduction of the euro will not increase the volatility of
exchange rates and intensify other risks associated with currency fluctuations.

19
20

THE ACQUISITION

Pursuant to the terms of the definitive agreements relating to the
Acquisition, Venture will acquire all of the outstanding capital stock of
Peguform GmbH from its parent, Klockner Mercator Maschinenbau GmbH, a
wholly-owned subsidiary of Klockner-Werke AG, and another, nominal shareholder.
The aggregate purchase price for the Acquisition is DEM 850 million
(approximately $459.1 million as of April 30, 1999), reduced by the amount of
certain indebtedness for borrowed money, including indebtedness to
Klockner-Werke AG, all of which will be repaid at closing. The purchase price is
subject to adjustment based upon the amount by which working capital or net
equity of Peguform is less than, or exceeds, applicable targets. The purchase
price is payable in cash. See "Business -- The Acquisition."

USE OF PROCEEDS

Gross proceeds from the offering of the Notes are expected to be
approximately $375.0 million. Venture intends to use these proceeds, together
with $265.1 million drawn under the New Credit Agreement, as follows: (1)
approximately $452.1 million to fund the cash consideration paid in the
Acquisition (excluding $7.0 million of acquired indebtedness included in the
$459.1 million aggregate purchase price); (2) approximately $82.8 million to
redeem the Existing Senior Subordinated Notes, including prepayment premium; (3)
approximately $77.0 million to refinance Venture's current senior credit
facility (the "Existing Credit Agreement"); and (4) approximately $28.2 million
to pay certain fees and expenses related to the Acquisition and this offering.
For a description of the Acquisition, see "Business -- The Acquisition."

Venture executed a commitment letter with its principal bank lender
pursuant to which such lender has agreed, subject to satisfaction of certain
conditions, to enter into the New Credit Agreement. The New Credit Agreement
will provide for credit facilities in the principal amount of $450.0 million,
including a $200.0 million Revolving Credit Facility; a $100.0 million 5 year
Term Loan A; and a $150.0 million 6 year Term Loan B.

The following table summarizes the anticipated sources and uses of funds
from the New Credit Agreement and the sale of the Notes, assuming the
application of such funds as of December 31, 1998. The actual amounts may differ
(dollars in thousands).

SOURCES OF FUNDS:

New Credit Agreement:
Revolving Credit Facility....... $ 15,100
Term Loan A..................... 100,000
Term Loan B..................... 150,000
Senior Notes...................... 125,000
Senior Subordinated Notes......... 250,000
--------
Total Sources................ $640,100
========

USES OF FUNDS:

Acquisition(1).................... $452,100
Existing Credit Agreement(2)...... 77,000
Existing Senior Subordinated
Notes(3)........................ 82,800
Fees and Expenses................. 28,200
--------
Total Uses................... $640,100
========

- ------------
(1) Excluding $7.0 million of acquired indebtedness included in the $459.1
million aggregate purchase price.

(2) Balance at December 31, 1998. At March 31, 1999 the balance outstanding on
the Existing Credit Agreement was $75.0 million.

(3) Includes the redemption of the Existing Senior Subordinated Notes in the
aggregate principal amount of $78.9 million as of December 31, 1998, and a
prepayment premium of approximately $3.9 million.

20
21

CAPITALIZATION

The following table sets forth (1) cash and cash equivalents and the actual
capitalization of Venture at December 31, 1998, and (2) pro forma as adjusted
capitalization of the Company to give effect to (a) the Acquisition; (b) the
refinancing of the Existing Credit Agreement and redemption of the Existing
Senior Subordinated Notes; (c) the sale of these Notes and the application of
the net proceeds therefrom and (d) borrowings under the New Credit Facility, as
if such transactions had occurred on December 31, 1998. See "The Acquisition;"
"Use of Proceeds;" and "Unaudited Pro Forma Financial Statements." This
information should be read in conjunction with the unaudited pro forma balance
sheet, the consolidated financial statements and the Notes thereto of Venture
and Peguform and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included elsewhere herein.

DECEMBER 31, 1998
----------------------
PRO FORMA
ACTUAL AS ADJUSTED
------ -----------
(IN THOUSANDS)

Cash and cash equivalents................................... $ 130 $ 8,402
======== ========
Long-term debt (including current portion)
Existing Credit Agreement................................. $ 77,000 $ --
New Credit Agreement:
Revolving Credit Facility(1)........................... -- 15,100
Term Loan "A".......................................... -- 100,000
Term Loan "B".......................................... -- 150,000
Capital leases............................................ 2,196 32,016
Installment Notes payable................................. 1,803 1,803
Other long-term debt(2)................................... -- 7,038
Existing Senior Notes..................................... 205,000 205,000
% Senior Notes.......................................... -- 125,000
Existing Senior Subordinated Notes........................ 78,940 --
% Senior Subordinated Notes............................. -- 250,000
-------- --------
Total long-term debt................................... $364,939 $885,957
Trust principal(3).......................................... 77,113 69,901
-------- --------
Total capitalization................................... $442,052 $955,858
======== ========

- ------------
(1) The Revolving Credit Facility allows for borrowings of up to $200,000,
subject to a borrowing base formula. In addition to secured debt, as of
December 31, 1998, on a pro forma basis, there will be $2,975 of letters of
credit outstanding under the Revolving Credit Facility. See "Description of
Certain Indebtedness -- New Credit Agreement."

(2) Indebtedness associated with Peguform's 70% owned Mexican joint venture.

(3) Pro forma amount represents amount as adjusted downward for (a) the
elimination of Peguform's stockholders' equity, adjusted by $1,498 for
accumulated other comprehensive income relating to Peguform's minimum
pension liability, and (b) the repayment of the Existing Senior Subordinated
Notes of $78,940, the pre-payment premium of $3,848 paid to retire the
Existing Senior Subordinated Notes early and the write-off of $1,866 in
unamortized financing costs associated with the repayment of the Existing
Senior Subordinated Notes.

21
22

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The information set forth under the heading Pro Forma included in the
Unaudited Consolidated Pro Forma Balance Sheet as of December 31, 1998 reflects:
(1) the Acquisition; (2) the refinancing of the Existing Credit Agreement and
redemption of the Existing Senior Subordinated Notes; (3) the offering made
hereby and borrowings under the New Credit Agreement, and the application of the
net proceeds therefrom to the Company as described under "Use of Proceeds," as
if such transactions had occurred on such date.

The Unaudited Consolidated Pro Forma Statement of Operations for the year
ended December 31, 1998 gives effect to: (1) the Acquisition; (2) the
refinancing of the Existing Credit Agreement and redemption of the Existing
Senior Subordinated Notes; and (3) the offering made hereby and borrowings under
the New Credit Agreement, and the application of the net proceeds therefrom to
the Company as described in "Use of Proceeds," as if such transactions had
occurred on January 1, 1998.

The Unaudited Pro Forma Consolidated Statement of Operations does not
include pro forma adjustments for certain non-recurring costs and charges,
consisting of (1) the prepayment charge of $3.9 million on the redemption of the
Existing Senior Subordinated Notes and (2) the $1.9 million write-off of
deferred financing costs.

The Unaudited Pro Forma Financial Statements do not reflect any of the
anticipated cost savings which the Company expects to achieve through
integration of the operations of Peguform and Venture. See "Business -- The
Acquisition" and "-- Business Strategy."

Solely for the convenience of the readers, the historical financial
information for Peguform has been translated to United States dollars at the
rate of DEM 1.6767 per United States dollar, the Noon Buying Rate as of December
31, 1998. The translation should not be construed as a representation that the
amounts shown could be converted into United States dollars at such rate or any
other rate.

The unaudited pro forma financial data presented herein are based on the
assumptions and adjustments described in the accompanying notes. The Unaudited
Consolidated Pro Forma Statement of Operations does not purport to represent
what the Company's results of operations actually would have been if the events
described above had occurred as of the dates indicated or what such results will
be for any future periods. The Unaudited Pro Forma Financial Statements are
based upon assumptions and adjustments that we believe are reasonable. The
Unaudited Pro Forma Financial Statements and the accompanying notes should be
read in conjunction with the historical financial statements of Venture and of
Peguform, including the notes thereto, included elsewhere in this offering
memorandum.

22
23

VENTURE HOLDINGS TRUST

UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET
AS OF DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)

HISTORICAL
----------------------- PRO FORMA
VENTURE PEGUFORM(A) ADJUSTMENTS PRO FORMA
------- ----------- ----------- ---------

ASSETS
Current Assets:
Cash and cash equivalents.................. $ 130 $ 8,272 $ $ 8,402
Accounts receivable........................ 190,135 159,272 349,407
Inventories................................ 51,139 115,285 166,424
Prepaid expenses/Other..................... 8,870 6,270 15,140
-------- -------- --------- ----------
Total current assets.................. 250,274 289,099 539,373
Property, Plant & Equipment -- Net........... 200,544 312,021 512,565
Intangible Assets............................ 52,022 39,332 (38,640)(B) 180,921
128,207 (C)
Other Assets................................. 26,636 8,169 25,425 (D) 58,364
(1,866)(E)
Deferred Tax Assets.......................... 11,839 3,014 14,853
-------- -------- --------- ----------
Total assets.......................... $541,315 $651,635 $ 113,126 $1,306,076
======== ======== ========= ==========
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable........................... $ 52,351 $151,377 $ $ 203,728
Accrued payroll & taxes.................... 9,017 32,860 41,877
Accrued interest........................... 13,387 -- 13,387
Other accrued expenses..................... 5,299 28,191 33,490
Current portion of long-term debt.......... 1,565 216,077 (209,614)(F) 8,028
-------- -------- --------- ----------
Total current liabilities............. 81,619 428,505 (209,614) 300,510
Other Liabilities............................ 7,254 30,487 37,741
Deferred Tax Liabilities..................... 11,955 8,040 19,995
Long-Term Debt............................... 363,374 56,184 640,100 (G) 877,929
(25,789)(F)
(78,940)(E)
(77,000)(H)
-------- -------- --------- ----------
Total liabilities..................... 464,202 523,216 248,757 1,236,175
Trust Principal/Stockholders Equity.......... 77,113 128,419 (129,917)(I) 69,901
(5,714)(E)
-------- -------- --------- ----------
Total Liabilities and Trust
Principal/Stockholders'
Equity..................................... $541,315 $651,635 $ 113,126 $1,306,076
======== ======== ========= ==========

See notes to Unaudited Consolidated Pro Forma Balance Sheet.

23
24

VENTURE HOLDINGS TRUST

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET
(DOLLARS IN THOUSANDS)

(A) For purposes of the Unaudited Consolidated Pro Forma Balance Sheet, certain
items included in Peguform's historical balance sheet have been reclassified
to conform to Venture's historical balance sheet presentation as follows:

(1) "Prepaid expenses/Other" includes the sum of "Deferred tax assets" and
"Prepaid expenses" as classified in the unaudited Consolidated Balance
Sheet of Peguform as of December 31, 1998;

(2) "Other accrued expenses" includes the sum of "Other accrued expenses,"
"Income taxes payable," "Deferred tax liabilities (short term)" and
"Other current liabilities and deferred income" as classified in the
unaudited Consolidated Balance Sheet of Peguform as of December 31,
1998; and

(3) "Other Liabilities" includes the sum of "Accrued for pension
obligations," "Minority interest" and "Other non-current liabilities
and deferred income" as classified in the unaudited Consolidated
Balance Sheet of Peguform as of December 31, 1998.

(B) The pro forma adjustment represents the elimination of goodwill recorded on
Peguform's balance sheet at December 31, 1998.

(C) The pro forma adjustment represents the estimated goodwill resulting from
the Acquisition. We are in the process of obtaining certain evaluations,
estimations, appraisals and actuarial and other studies for purposes of
computing the final amount of goodwill and allocating the portion of
goodwill applicable to other balance sheet line items. We may revise our
original estimate of goodwill as additional information is available.

(D) The pro forma adjustment represents the financing costs of $25,425 related
to the additional debt to finance the Acquisition, repay certain
indebtedness and pay related fees and expenses.

(E) The pro forma adjustments represent the repayment of the Existing Senior
Subordinated Notes of $78,940, the pre-payment premium of $3,848 paid to
retire the Existing Senior Subordinated Notes early and the write-off of
$1,866 in unamortized financing costs associated with the Existing Senior
Subordinated Notes.

EXTRAORDINARY ITEM
------------------

Prepayment premium on Existing Senior Subordinated Notes.... $3,848
Unamortized Financing Costs................................. 1,866
------
$5,714
======

(F) Represents the repayment of Peguform debt as follows:

Current portion of long-term debt........................... $209,614
Long-term Debt.............................................. 25,789

24
25

(G) The pro forma adjustment represents the additional debt necessary to finance
the Acquisition, repay certain indebtedness and pay related fees and
expenses.

Additional Debt (long term):
New Credit Agreement:
Term Loan A............................................ $100,000
Term Loan B............................................ 150,000
Revolving Credit Facility.............................. 15,100
Senior Notes.............................................. 125,000
Senior Subordinated Notes................................. 250,000
--------
$640,100
========

(H) The pro forma adjustment represents the repayment of Venture Holdings Trust
senior credit facility outstanding balance of $77,000.

(I) The pro forma adjustment represents the elimination of Peguform's
stockholders' equity, adjusted by $1,498 for accumulated other
comprehensive income relating to Peguform's minimum pension liability.

25
26

VENTURE HOLDINGS TRUST

UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)

HISTORICAL
-------------------------- PRO FORMA
VENTURE PEGUFORM(A) ADJUSTMENTS PRO FORMA
------- ----------- ----------- ---------

Net sales................................ $645,196 $1,288,256 $ $1,933,452
Cost of products sold.................... 532,809 1,145,740 1,678,549
-------- ---------- -------- ----------
Gross profit............................. 112,387 142,516 254,903
Selling, general and administrative
expense................................ 59,689 125,038 4,274 (C) 192,153
3,152 (D)
Payments to beneficiary in lieu of trust
distributions.......................... 535 -- 535
-------- ---------- -------- ----------
Income (loss) from operations............ 52,163 17,478 (7,426) 62,215
Interest expense (net)................... 36,641 14,022(B) 17,923 (E) 68,586(B)
-------- ---------- -------- ----------
Net income (loss) before taxes........... 15,522 3,456 (25,349) (6,371)
Tax provision (benefit).................. 1,954 3,556 (13,942)(F) (8,432)
Minority interest........................ -- (574) (574)
-------- ---------- -------- ----------
Net income (loss)........................ $ 13,568 $ 474 $(11,407) $ 2,635
======== ========== ======== ==========

See notes to the Unaudited Consolidated Pro Forma Statement of Operations

26
27

VENTURE HOLDINGS TRUST

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)

(A) The Peguform statement of operations represents the 12 months ended December
31, 1998. Amounts were derived from Peguform's audited financial statements
for the year ended September 30, 1998, and from unaudited financial
statements for the 3 months ended December 31, 1998, less the amounts from
unaudited financial statements for the 3 months ended December 31, 1997.

For purposes of the Unaudited Consolidated Pro Forma Statement of
Operations, certain items included in Peguform's historical financial data
have been reclassified to conform to Venture's historical statement of
operations presentations as follows:

(1) "Net sales" includes the sum of "net sales" and "other revenues" as
classified in and calculated from Peguform's Consolidated Statements of
Income; and

(2) "Selling, general and administrative expense" includes the sum of
"Selling, general and administrative expenses" and "Other expenses" as
classified in and calculated from Peguform's Consolidated Statements of
Income.

(B) The Peguform historical and pro forma amounts are net of interest income of
$3,364 at Peguform for the 12 months ended December 31, 1998.

(C) The pro forma adjustment represents the amortization of goodwill resulting
from the Acquisition over a 30 year period.

(D) The pro forma adjustment represents the amortization of financing costs
resulting from the financing of the Acquisition, including the New Credit
Agreement and the Notes, over the respective maturities of the additional
debt. The maturities of the New Credit Agreement range from 5 to 6 years,
and maturities on the Senior Notes and Senior Subordinated Notes are assumed
to be 8 and 10 years, respectively.

(E) The pro forma adjustment represents the incremental interest expense
necessary to reflect the total interest expense on the outstanding debt of
the combined Company for the period.

Elimination of historical interest expense.................. $(31,022)
Interest expense with respect to New Credit Agreement(1).... 20,982
Interest expenses with respect to Notes(2).................. 27,963
--------
Total incremental interest............................. $ 17,923
========

(1) Assumes that loans under the New Credit Agreement (which bear interest
at floating rates) bear interest at a weighted average interest rate of
7.91% per annum, including the impact of existing interest rate swap
agreements, and that the New Credit Agreement maintains an average
outstanding balance of $265,100.

(2) We expect, on or before the closing of the sale of the Notes, to enter
into hedging obligations and interest rate swaps which will effectively
convert our United States dollar fixed rate coupon on the Notes to a
euro fixed rate coupon. We are entering into this arrangement to take
advantage of lower interest rates in Europe and to hedge our exchange
rate risk, however, no commitment is currently in effect with respect
to any such arrangement and no assurance can be given that we will
enter into such arrangements on the terms described or at all. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources Following the
Acquisition." Interest expense on the Notes assumes we have entered
into these hedging obligations and interest rate swaps, and assumes a
weighted average interest rate of 9.75% on the Senior Notes and Senior
Subordinated Notes converted into a weighted average euro interest rate
of 7.46%. The weighted average interest

27
28

rate on the hedging obligations and interest rate swaps is based upon
quoted rates as of April 30, 1999. These instruments may not qualify
for hedge accounting, which may result in non-cash charges to earnings
related to the mark to market on the swaps.

(3) Our actual interest expense could differ from the above amounts based
on actual coupon rates on the Notes as compared to assumed rates, and
increases in interest rates on floating rate debt. An increase of 0.25%
in assumed interest rates on the Notes and anticipated borrowings under
the New Credit Agreement would have the effect of increasing interest
expense by $1.5 million.

(F) The pro forma adjustment represents the tax impact at the applicable
statutory rates for Peguform of (55%).

28
29

SELECTED CONSOLIDATED FINANCIAL DATA OF VENTURE

The selected consolidated balance sheet data and income statement data
presented below as of December 31, 1998 and 1997 and for the years ended
December 31, 1998, 1997 and 1996, are derived from Venture's consolidated
financial statements, audited by Deloitte & Touche LLP, independent auditors,
and should be read in conjunction with Venture's audited consolidated financial
statements and notes thereto included elsewhere herein. The selected
consolidated income statement data and balance sheet data presented below as of
December 31, 1996, 1995 and 1994 and for the years ended December 31, 1995 and
1994, are derived from Venture's audited consolidated financial statements not
included herein. The selected consolidated income statement data and balance
sheet data as of March 31, 1998 and 1999 and for the 3 months then ended, are
derived from unaudited financial statements but, in the opinion of management,
reflect all adjustments, consisting of only normal recurring adjustments,
necessary for a fair statement of the results for such periods and as of such
dates. The results for the 3 months ended March 31, 1999 are not necessarily
indicative of the results to be expected for the full fiscal year.

THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
-------------------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
(UNAUDITED)
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)

INCOME STATEMENT DATA(1)(2):
Net sales...................... $244,112 $251,142 $351,777 $624,113 $645,196 $166,612 $165,992
Cost of products sold.......... 199,717 211,262 302,940 521,361 532,809 133,616 133,070
-------- -------- -------- -------- -------- -------- --------
Gross profit............... 44,395 39,880 48,837 102,752 112,387 32,996 32,922
Selling, general and
administrative expense....... 19,200 20,129 26,588 57,217 59,689 14,855 14,270
Payments to beneficiary in lieu
of taxes..................... 3,405 577 666 472 535 -- --
-------- -------- -------- -------- -------- -------- --------
Income from operations......... 21,790 19,174 21,583 45,063 52,163 18,141 18,652
Interest expense............... 14,345 15,032 19,248 30,182 36,641 7,145 9,479
-------- -------- -------- -------- -------- -------- --------
Net income before
extraordinary items and
taxes.................... 7,445 4,142 2,335 14,881 15,522 10,996 9,173
Net extraordinary loss on early
retirement
of debt...................... -- -- 2,738 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income (loss) after
extraordinary items...... 7,445 4,142 (403) 14,881 15,522 10,996 9,173
Tax provision(3)............... -- -- 336 3,358 1,954 1,465 1,067
-------- -------- -------- -------- -------- -------- --------
Net income (loss).......... $ 7,445 $ 4,142 $ (739) $ 11,523 $ 13,568 $ 9,531 $ 8,106
Ratio of earnings to fixed
charges(4)................... 1.7x 1.3x 1.2x 1.5x 1.4x 1.9x 1.7x
OTHER FINANCIAL DATA:
EBITDA(5)...................... $ 41,021 $ 37,001 $ 46,123 $ 80,391 $ 94,216 $ 28,336 $ 30,205
Depreciation and
amortization................. 14,070 16,068 22,628 32,147 39,320 9,079 10,794
Capital expenditures........... 22,798 20,339 64,593 33,012 24,706 8,371 2,688
Net cash provided by (used in):
Operating activities......... (3,066) 10,950 35,003 (13,058) (5,393) (6,729) 7,995
Investing activities......... (22,798) (20,339) (121,547) (37,093) (24,706) (8,371) (2,688)
Financing activities......... 53,643 (655) 82,976 36,192 28,752 21,608 (2,284)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital................ $ 85,258 $ 74,354 $ 83,404 $125,101 $168,655 $156,076 $178,756
Property, plant and
equipment -- net............. 111,472 116,299 203,975 205,765 200,544 205,529 196,226
Total assets................... 234,435 231,602 498,067 524,122 541,315 564,341 550,516
Total debt..................... 153,118 152,463 299,996 336,188 364,939 357,796 362,656
Trust principal................ 49,356 53,498 52,759 64,282 77,113 73,813 85,219

29
30

(2) The results for 1996 include the operations of Bailey from August 26, 1996,
and of AutoStyle from June 3, 1996.

(3) This provision relates solely to Venture Holdings Corporation (which
operates Bailey) and its subsidiaries (see Note 2 above). Other significant
subsidiaries of the Trust have elected "S" corporation status under the Code
or are LLCs (taxed as partnerships) and, consequently, Venture does not
incur liability for federal and certain state income taxes for these
subsidiaries. Upon termination of the Trust, the "S" corporation elections
may terminate and the corporation succeeding the Trust according to the
terms of the Trust may be subject to income tax.

(4) For purposes of calculating the ratio of earnings to fixed charges, earnings
consist of net income before extraordinary items and fixed charges. Fixed
charges consist of (1) interest, whether expensed or capitalized; (2)
amortization of debt discount and debt financing costs; and (3) the portion
of rental expense that management believes is representative of the interest
component of rental expense.

(5) EBITDA represents income from operations before deducting taxes (including
the Michigan single business tax), depreciation, amortization, interest and
payment to beneficiary in lieu of taxes. EBITDA is not presented as an
alternative to net income, as a measure of operating results or as an
indicator of Venture's performance, nor is it presented as an alternative to
cash flow or as a measure of liquidity, but rather to provide additional
information related to debt service capacity. EBITDA should not be
considered in isolation or as a substitute for net income or cash flow data
prepared in accordance with generally accepted accounting principles or as a
measure of a company's profitability. EBITDA, while commonly used, is not
calculated uniformly by all companies and should not be used as a
comparative measure without further analysis, nor does EBITDA necessarily
represent funds available for discretionary use. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
for a discussion of liquidity and operating results.

30
31

SELECTED CONSOLIDATED FINANCIAL DATA OF PEGUFORM

The selected consolidated balance sheet data and income statement data
presented below as of September 30, 1997 and 1998 and for the years ended
September 30, 1997 and 1998, are derived from Peguform's audited financial
statements, audited by BDO International GmbH Wirtschaftsprufungsgesellschaft,
independent auditors, and should be read in conjunction with the audited
consolidated financial statements and notes thereto included elsewhere herein.
The selected condensed consolidated financial data as presented below as of and
for the 3 month periods ended December 31, 1997 and 1998 are derived from
unaudited financial statements but, in the opinion of management, reflect all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair statement of the results for such periods and as of such dates. The results
for the 3 months ended December 31, 1998 are not necessarily indicative of
results to be expected for the full fiscal year.

THREE MONTHS ENDED
YEARS ENDED SEPTEMBER 30, DECEMBER 31,
------------------------- -----------------------
1997 1998 1997 1998
---- ---- ---- ----
(UNAUDITED)
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)

INCOME STATEMENT DATA:
Net Sales........................................ $ 992,953 $1,179,518 $263,518 $ 344,561
Other revenues................................... 10,567 27,272 754 1,177
--------- ---------- -------- ---------
Total revenues................................... 1,003,520 1,206,790 264,272 345,738
Cost of products sold............................ 884,146 1,077,184 241,233 309,789
--------- ---------- -------- ---------
Gross profit..................................... 119,374 129,606 23,039 35,949
Selling, general and administrative expenses..... 92,102 119,902 22,613 30,660
Other expenses................................... 4,487 1,436 5,298 951
Interest expense (net)........................... 13,877 14,309 4,064 3,777
--------- ---------- -------- ---------
Income before income taxes..................... 8,908 (6,041) (8,936) 561
Taxes on income.................................. 3,596 3,614 534 476
Minority interest................................ 369 (301) (2) (275)
--------- ---------- -------- ---------
Net income (loss)................................ $ 4,943 $ (9,354) $ (9,468) $ 360
OTHER FINANCIAL DATA:
EBITDA(1)........................................ $ 77,278 $ 64,947 $ 9,735 $ 19,575
EBITDA, as adjusted(2)........................... 76,040
Depreciation and amortization.................... 52,381 52,922 14,196 14,645
Capital Expenditures............................. 60,842 85,616 22,101 14,156
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital(3)............................... $ 45,668 $ 43,061 $ 78,255 $ 26,472
Property, plant and equipment (net).............. 291,178 319,198 297,206 312,021
Total assets..................................... 625,446 663,224 676,969 651,635
Total debt....................................... 245,464 273,287 323,199 272,261
Total stockholders' equity....................... 130,239 128,011 119,930 128,419

(2) EBITDA (as adjusted) represents EBITDA plus a non-recurring charge of
$11,093 related to start-up production costs on the Mercedes A-Class
hatchback program.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS -- VENTURE

The following table sets forth, for the periods indicated, Venture's
consolidated statements of income expressed as a percentage of net sales. This
table and the subsequent discussion should be read in conjunction with Venture's
consolidated financial statements and notes thereto included elsewhere herein.

AS A PERCENTAGE OF NET SALES
-------------------------------------------------
THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
--------------------------- ----------------
1996 1997 1998 1998 1999
---- ---- ---- ---- ----

Net sales............................................ 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of products sold................................ 86.1 83.5 82.6 80.2 80.2
----- ----- ----- ----- -----
Gross profit......................................... 13.9 16.5 17.4 19.8 19.8
Selling, general and administrative expenses......... 7.6 9.2 9.2 8.9 8.6
Payments to beneficiary in lieu of Trust
distributions...................................... 0.2 0.1 0.1 0.0 0.0
----- ----- ----- ----- -----
Income from operations............................... 6.1 7.2 8.1 10.9 11.2
Interest expense..................................... 5.4 4.8 5.7 4.3 5.7
----- ----- ----- ----- -----
Income before extraordinary items and taxes.......... 0.7 2.4 2.4 6.6 5.5
Extraordinary loss on retirement of debt............. 0.8 -- -- -- --
----- ----- ----- ----- -----
Income (loss) before taxes........................... (0.1) 2.4 2.4 6.6 5.5
Tax provision........................................ 0.1 0.5 0.3 0.9 0.6
----- ----- ----- ----- -----
Net income (loss).................................... (0.2)% 1.9% 2.1% 5.7% 4.9%
===== ===== ===== ===== =====

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31,
1998

Net sales for the first quarter of 1999 decreased $0.6 million, or 0.4%,
from the first quarter of 1998. Net sales were relatively flat due primarily to
lower tooling sales in the first quarter of 1999 compared to the first quarter
of 1998, offset by increased component sales.

Gross profit for the first quarter of 1999 decreased $0.1 million to $32.9
million compared to $33.0 million for the first quarter of 1998. As a percentage
of net sales, gross profit remained constant at 19.8%. During the first quarter
of 1999, a $1.4 million reserve was reversed relating to the renegotiation of a
contract. Excluding the impact of the reserve reversal, the gross profit margin
during the first quarter of 1999 was 19.0%. As compared to the first quarter of
1998 gross profit margin, the first quarter 1999 gross profit margin was lower
as a result of a decrease in tooling sales, which generally account for higher
margins than sales of components.

Selling, general and administrative expense for the first quarter of 1999
decreased $0.6 million, or 4.0%, to $14.3 million compared to $14.9 million for
the first quarter of 1998. As a percentage of net sales, selling, general and
administrative expense decreased from 8.6% for the first quarter of 1999 as
compared to 8.9% for the first quarter of 1998. The decrease is primarily
attributable to cost cutting efforts at the corporate office.

As a result of the foregoing, income from operations for the first quarter
of 1999 increased $0.6 million, or 2.8%, to $18.7 million, compared to $18.1
million for the first quarter of 1998. As a percentage of net sales, income from
operations increased to 11.2% for the first quarter of 1999 from 10.9% for the
first quarter of 1998.

Interest expense for the first quarter of 1999 increased $2.4 million, to
$9.5 million, as compared to $7.1 million for the first quarter of 1998. The
increase is the result of additional borrowing under Venture's revolving credit
facility to fund increased working capital needs.

32
33

Due to the foregoing, net income for the first quarter of 1999 decreased
$1.4 million, or 15.0%, to $8.1 million compared to $9.5 million for the first
quarter of 1998.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

Net sales increased $21.1 million for the year ended December 31, 1998, or
3.4%, to $645.2 million, compared to net sales of $624.1 million for the year
ended December 31, 1997. The increase in net sales in 1998 is primarily a result
of increased volumes in the comparable business offset by planned price
reductions mandated by customers under sole-source arrangements for product life
cycles. Venture's productivity improvements for these products partially offset
the planned price reductions. Net sales during the second and third quarters of
1998 were impacted negatively due to strikes at certain General Motors plants.
Venture believes that a portion of these lost sales were recouped in the fourth
quarter of 1998 as GM accelerated production to refill its distribution
channels.

Gross profit for the year ended December 31, 1998 increased $9.7 million,
or 9.4%, to $112.4 million compared to $102.7 million for the year ended
December 31, 1997. As a percentage of net sales, gross profit increased from
16.5% to 17.4% for the year ended December 31, 1998, which was in part due to
the increased volumes associated with product rationalizations among the
facilities and continued cost cutting efforts. During the fourth quarter of
1998, Venture resolved several commercial issues which resulted in the recovery
of gross profit lost during current and prior years. The resolution of these
issues resulted in an additional $7.4 million of gross profit. Gross profits
continue to be under pressure attributable to selling price reductions, as OEMs
continue to expect annual productivity improvements on the part of their
suppliers.

Selling, general and administrative expense for 1998 of $59.7 million, or
9.3% of net sales, is comparable with selling, general and administrative
expense of $57.2 million, or 9.2% of net sales, for 1997.

Payments to the beneficiary of the Trust, in amounts generally equal to
taxes incurred by the beneficiary as a result of the activities of the Trust's
subsidiaries which have elected "S" corporation status under the Code or are
LLCs (taxed as partnerships), totaled $0.5 million in 1998 and 1997. These
amounts were paid as compensation rather than as distributions of Trust
principal.

As a result of the foregoing, income from operations in the year ended
December 31, 1998 increased $7.1 million, or 15.8%, to $52.2 million, compared
to $45.1 million in fiscal 1997. As a percentage of net sales, income from
operations increased to 8.1% in fiscal 1998 from 7.2% in fiscal 1997.

Interest expense increased $6.4 million to $36.6 million in fiscal 1998
compared to $30.2 million in fiscal 1997. The increase is the result of
additional borrowing under the Existing Credit Agreement to fund increased
working capital needs.

Due to the foregoing, net income for the year ended December 31, 1998
increased $2.1 million, to $13.6 million compared to $11.5 million for the year
ended December 31, 1997.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

The period to period comparisons are substantially effected by the 1996
Acquisitions.

Net sales increased $272.3 million for the year ended December 31, 1997, or
77.4%, to $624.1 million, compared to net sales of $351.8 million for the year
ended December 31, 1996. The increase in net sales was primarily the result
having the benefit of a full year of the Bailey and AutoStyle operating sales.
The

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operating sales for 1996 represented only the activities subsequent to the 1996
Acquisitions. The following table explains the changes (in millions).

NET SALES YEAR
ENDED DECEMBER 31,
------------------
1997 1996 INCREASE
---- ---- --------

Bailey............................................. $224.8 $ 72.6 $152.2
AutoStyle.......................................... 96.5 38.9 57.6
Comparable......................................... 302.8 240.3 62.5
------ ------ ------
Total......................................... $624.1 $351.8 $272.3
====== ====== ======

Sales were less in the last half of the year than were expected for the
Chrysler LH due to a slow new model changeover.

Gross profit for the year ended December 31, 1997 increased $53.9 million,
or 110.4%, to $102.7 million compared to $48.8 million for the year ended
December 31, 1996. As a percentage of net sales, gross profit increased from
13.9% to 16.5% for the year ended December 31, 1997, which was in part due to
the increased volumes associated with product rationalizations among the
facilities and cost cutting efforts at Bailey. However, gross profit was
unfavorably impacted by new model introductions and launch costs in the third
and fourth quarter. Gross profits continued to be under pressure attributable to
selling price reductions, as OEMs continued to expect annual productivity
improvements on the part of their suppliers. In addition, Venture's sales were
shifting more to products produced using the injection molding process, which
traditionally have had higher margins. During the fourth quarter of 1997 certain
reserves were reevaluated and reduced by $2.8 million reflecting changes in
circumstances and estimates and were recorded as reductions in cost of products
sold.

Selling, general and administrative expenses increased $30.6 million, or
115.2%, for fiscal 1997 to $57.2 million, compared to $26.6 million in fiscal
1996. As a percentage of net sales, selling, general and administrative expenses
increased to 9.2% for the year ended December 31, 1997, compared to 7.6% in
1996. The increase was generally due to the acquisition of Bailey and the
attendant cost of its operations.

Payments to the beneficiary of the Trust, in the amounts generally equal to
taxes incurred by the beneficiary as a result of the activities of the Trust's
subsidiaries which have elected "S" corporation status under the Code or are
LLCs (taxed as partnerships), totaled $0.5 million and $0.7 million in fiscal
1997 and 1996, respectively. These amounts were paid as compensation rather than
as distributions of Trust principal.

As a result of the foregoing, income from operations in the year ended
December 31, 1997 increased $23.5 million, or 108.8%, to $45.1 million, compared
to $21.6 million in fiscal 1996. As a percentage of net sales, income from
operations increased to 7.2% in fiscal 1997 from 6.1% in fiscal 1996.

Interest expense increased $10.9 million to $30.2 million in fiscal 1997
compared to $19.2 million in fiscal 1996. The increase was the result of the
senior credit agreement entered into on August 26, 1996 to fund the Bailey
acquisition, subsequent refinancing and issuance of $205.0 million Existing
Senior Notes in the third quarter of 1997 and increased working capital needs.

Due to the foregoing, net income for the year ended December 31, 1997
increased $12.2 million, to $11.5 million compared to $(0.7) million for the
year ended December 31, 1996.

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RESULTS OF OPERATIONS -- PEGUFORM

The following table sets forth, for the periods indicated, Peguform's
consolidated statements of income expressed as a percentage of total revenues.
This table and the subsequent discussion should be read in conjunction with the
consolidated financial statements and notes thereto included elsewhere herein.

AS A PERCENTAGE OF TOTAL REVENUE
--------------------------------
THREE MONTHS
YEARS ENDED ENDED
SEPTEMBER 30, DECEMBER 31,
-------------- --------------
1997 1998 1997 1998
---- ---- ---- ----

Net sales................................................... 98.9% 97.7% 99.7% 99.7%
Other revenues.............................................. 1.1 2.3 0.3 0.3
----- ----- ----- -----
Total Revenues.............................................. 100.0 100.0 100.0 100.0
----- ----- ----- -----
Cost of products sold....................................... 88.1 89.3 91.3 89.6
----- ----- ----- -----
Gross profit................................................ 11.9 10.7 8.7 10.4
Selling, general and administrative expenses................ 9.2 9.9 8.6 8.8
Other expenses.............................................. 0.4 0.1 2.0 0.3
Interest expense (net)...................................... 1.4 1.2 1.5 1.1
----- ----- ----- -----
Income (loss) before taxes.................................. 0.9 (0.5) (3.4) 0.2
Tax provision............................................... 0.4 0.3 0.2 0.1
Minority interest........................................... (0.0) 0.0 0.0 0.0
----- ----- ----- -----
Net income (loss)........................................... 0.5% (0.8)% (3.6)% 0.1%

THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
1997

Net sales increased $81.1 million for the three months ended December 31,
1998, or 30.8%, to $344.6 million, compared to net sales of $263.5 million for
the three months ended December 31, 1997. The increase in net sales is primarily
a result of increased volume in Germany and the Czech Republic and a shift in
the sales mix. The increased volume is due primarily to the effect of sales
relating to new product launches in prior periods.

Other revenues increased $0.4 million for the three months ended December
31, 1998, or 50.0%, to $1.2 million compared to $0.8 million for the three
months ended December 31, 1997. The increase was primarily a result of reversal
of reserves established in previous periods.

Gross profit for the three months ended December 31, 1998 increased $12.9
million, or 56.1%, to $35.9 million compared to $23.0 million for the three
months ended December 31, 1997. As a percentage of total revenues, gross profit
increased from 8.7% to 10.4% for the three months ended December 31, 1998 which
was primarily due to the lack of start-up costs associated with new product
launch activities in the prior year's quarter and the result of action plans to
control operating costs. Gross profits continue to be under pressure
attributable to selling price reductions, as OEMs continue to expect annual
productivity improvements on the part of their suppliers.

Selling, general and administrative expense for the three months ended
December 31, 1998 were $30.7 million, or 8.8% of total revenues, as compared to
$22.6 million, or 8.6% of total revenues, for the three months ended December
31, 1997 or an increase of $8.1 million. This increase was primarily a result of
support for the increased sales volume, the operations in Mexico and Brazil,
which are not expected to generate meaningful net sales until the fourth quarter
of the calendar year ending December 31, 1999, and increased data processing
costs related to the increased sales volume.

Interest expense (net) decreased $0.3 million to $3.8 million for the three
months ended December 31, 1998 compared to $4.1 million for the three months
ended December 31, 1997. The decrease is the result of a decrease in borrowing
due to lower working capital requirements.

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36

Due to the foregoing, net income for the three months ended December 31,
1998 increased $9.9 million, to $0.4 million compared to a net loss of $9.5
million for the three months ended December 31, 1997.

YEAR ENDED SEPTEMBER 30, 1998 COMPARED TO YEAR ENDED SEPTEMBER 30, 1997

Net sales increased $186.6 million for the year ended September 30, 1998,
or 18.8%, to $1,179.5 million, compared to net sales of $992.9 million for the
year ended September 30, 1997. The increase in net sales in 1998 is primarily a
result of increased volumes in Germany and the Czech Republic and a shift in the
sales mix, offset by planned reductions in the selling prices mandated by
customers. The increased volume is due primarily to increased volumes in the
European automotive market, as well as the effect of sales relating to new
product launches in prior periods.

Other revenues increased $16.7 million for the year ended September 30,
1998, or 157.5% to $27.3 million, compared to $10.6 million for the year ended
September 30, 1997. The increase was primarily due to sales of services to
Klockner-Werke AG performed by Peguform at cost and the sale of certain assets
in France and the Czech Republic.

Gross profit for the year ended September 30, 1998 increased $10.2 million,
or 8.5%, to $129.6 million, compared to $119.4 million for the year ended
September 30, 1997. As a percentage of total revenues, gross profit decreased
from 11.9% to 10.7% for the year ended September 30, 1998, which was in part due
to the start-up of new programs in France and Germany, production difficulties
related to the launch of the Mercedes A Class hatchback door program, and
selling price reductions. These reductions were offset by favorable action plans
to reduce costs and increased sales volumes. Peguform believes that the Mercedes
A-Class hatchback production issues have been resolved. Gross profits continue
to be under pressure attributable to selling price reductions, as OEMs continue
to expect annual productivity improvements on the part of their suppliers.

Selling, general and administrative expenses for September 30, 1998 were
$119.9 million, or 9.9% of total revenues, as compared to $92.1 million, or 9.2%
of total revenues, for September 30, 1997, or an increase of $27.8 million. This
increase was due in part to support the growth in net sales coupled with the
establishment of new operations in Mexico and Brazil that are not expected to
generate meaningful net sales until the fourth quarter of calendar year ending
December 31, 1999.

Interest expense (net) increased $0.4 million to $14.3 million in fiscal
1998 compared to $13.9 million in fiscal 1997. The increase is the result of
additional borrowing to fund increased working capital needs and capital
expenditures.

Due to the foregoing, net income for the year ended September 30, 1998
decreased $14.3 million, to a net loss for the year of $9.4 million compared to
net income of $4.9 million for the year ended September 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

Venture's consolidated working capital was $168.7 million at December 31,
1998, compared to $125.1 million at December 31, 1997, an increase of $43.6
million. Venture's working capital ratio increased to 3.1x at December 31, 1998
from 2.3x at December 31, 1997, as a result of increased receivables, primarily
from related parties, and a reduction in accounts payable. At March 31, 1999,
working capital was $178.8 million and Venture's working capital ratio was 3.1x.

Venture's principal sources of liquidity are internally generated funds,
cash equivalent investments and borrowings under the Existing Credit Agreement.
Net cash used in operating activities was $5.4 million for 1998, and $13.1
million for 1997. Net cash provided by operating activities was $35.0 million
for 1996, and $8.0 million for the 3 months ended March 31, 1999. The decrease
in cash used in operations from 1997 to 1998 is due primarily to higher net
income, increases in non-cash charges, such as depreciation and amortization,
and reductions in the net increase in current assets. Peguform's principal
source of liquidity historically has been cash from operations and funding from
its parent. Peguform's net cash flows provided by operating activities were
$44.7 million and $38.0 million for the years ended September 30, 1997 and 1998,
respectively, and $14.1 million for the three months ended December 31, 1998.

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37

Net cash used in investing activities by Venture was $24.7 million, $37.1
million and $121.6 million in 1998, 1997 and 1996, respectively, and $2.7
million for the 3 months ended March 31, 1999. The 1996 amount is primarily for
the acquisition of Bailey. Venture's capital expenditures for the 3 months ended
March 31, 1999, and for years ended 1998 and 1997 were for the purchase of
machinery and equipment, leasehold improvements and the expansion of facilities
to accommodate increased volumes and for general refurbishment. Peguform's
capital expenditures for the year ending September 30, 1998 were approximately
$85.6 million, including $14.2 million and $9.4 million relating to the start-up
of Peguform's Brazilian facility and Mexican facility, respectively. Peguform's
capital expenditures for the three-month period ended December 31, 1998 were
approximately $14.2 million, including $2.0 million relating to the start-up of
Peguform's Brazilian facility. Venture believes that it has sufficient capacity
to meet current manufacturing production needs through the 2001 model year.

In the ordinary course of business, Venture seeks additional business with
existing and new customers. Venture continues to compete for the right to supply
new components which could be material to it and require substantial capital
investment in machinery, equipment, tooling and facilities. As of the date
hereof, however, Venture has no formal commitments with respect to any such
material business, other than business acquired as a consequence of the
Acquisition, and there is no assurance that Venture will be awarded any such
business.

Net cash from financing activities by Venture was $28.8 million in 1998 and
$36.2 million in 1997. In 1997, Venture issued the Existing Senior Notes. The
net proceeds of $199.0 million from the sale of the Existing Senior Notes was
used to repay term loans and amounts outstanding under the revolving credit
portion of the Existing Credit Agreement. As a result, less cash was provided by
financing activities during 1998 as compared with 1997. Net cash used in
financing activities for the 3 months ended March 31, 1999 was $2.3 million,
relating to a repayment on the revolving credit portion of the Existing Credit
Agreement.

Venture's debt obligations contain various restrictive covenants that
require it to maintain stipulated financial ratios, including a minimum
consolidated net worth (adjusted yearly), fixed charge coverage ratio, interest
coverage ratio and total indebtedness ratio. As of December 31, 1998, Venture
was in compliance with all debt covenants.

The Existing Credit Agreement permits Venture to borrow up to the lesser of
a borrowing base computed as a percentage of accounts receivable and inventory,
or $200.0 million less the amount of any letter of credit issued against the
Existing Credit Agreement. Venture had issued letters of credit of approximately
$3.0 million at December 31, 1998 against this agreement, thereby reducing the
maximum availability to $197.0 million, and pursuant to the borrowing base
formula could have borrowed $120.4 million, of which $77.0 million was
outstanding thereunder.

LIQUIDITY AND CAPITAL RESOURCES FOLLOWING THE ACQUISITION

The aggregate purchase price of the Acquisition is approximately DEM 850
million (approximately $459.1 million as of April 30, 1999), reduced by the
amount of certain indebtedness for borrowed money, and subject to post-closing
adjustments. In addition, Venture estimates an additional $28.2 million of fees,
expenses and post-closing adjustments associated with the Acquisition. Venture
expects to complete the Acquisition on or about May 31, 1999. The acquisition
will be accounted for as a purchase.

In connection with the Acquisition, we expect to enter into the New Credit
Agreement. The New Credit Agreement will provide for borrowings of (1) up to
$200.0 million under the Revolving Credit Facility, which, in addition to those
matters described below, will be used for working capital and general corporate
purposes; (2) $100.0 million under Term Loan A; and (3) $150.0 million under
Term Loan B. The Revolving Credit Facility will permit us to borrow up to the
lesser of a borrowing base computed as a percentage of accounts receivable and
inventory, or $200.0 million less the amount of any letter of credit issued
against the New Credit Agreement. Pursuant to the borrowing base formula as of
December 31, 1998 we could have utilized the full amount available under the
Revolving Credit Facility.

Interest rates under the New Credit Agreement are based on the London
Interbank Offer Rate ("LIBOR"), Alternate Base Rate ("ABR"), which is the larger
of the bank's corporate base rate of
37
38

interest announced from time-to-time or the federal funds rate plus 1/2% per
annum, and, in the case of non-dollar denominated loans, a euro currency
reference rate. Interest rates will be determined by reference to the relevant
interest rate option, plus an Applicable Margin (as defined) based on the
Company's Consolidated Ratio of Total Debt to EBITDA. Obligations under the New
Credit Agreement will be jointly and severally guaranteed by the Trust's
domestic subsidiaries and will be secured by first priority security interests
in substantially all of the assets of the Trust and its domestic subsidiaries.
The New Credit Agreement will contain certain restrictive covenants, which we
expect will be similar in nature to those in the Existing Credit Agreement. The
New Credit Agreement will become effective contemporaneously with the completion
of the Acquisition. See "Description of Certain Indebtedness--New Credit
Agreement."

Proceeds from the offering of the Notes, together with borrowings under the
New Credit Agreement will be used to (1) fund cash consideration paid in the
Acquisition; (2) redeem the Existing Senior Subordinated Notes, including
prepayment premium; (3) refinance the Existing Credit Agreement; (4) pay certain
fees and expenses related to the Acquisition and this offering; and (5) fund
working capital and other general corporate purposes.

After completing the Acquisition, we expect our budget for capital
expenditures during the remainder of 1999 to be approximately $70.0 million,
which is expected to be financed either with cash generated from operations or
borrowings under the New Credit Agreement.

The Trust must rely upon distributions from its subsidiaries and repayment
of principal and interest on intercompany loans made by the Trust to its
subsidiaries to generate funds necessary to meet its obligations, including
payment of principal and interest on the Notes. The ability of the Trust's
subsidiaries to pay dividends and make other payments or advances to the Trust
may be limited. See "Risk Factors -- Company Structure; Not all Subsidiaries are
Guarantors."

We expect, on or before the closing of the sale of the Notes, to enter into
hedging obligations and interest rate swaps totalling approximately $375.0
million which will have a maturity of 5 years. These hedging obligations and
interest rate swaps will effectively convert our United States dollar fixed rate
coupon on the Notes to a euro fixed rate coupon. These instruments may not
qualify for hedge accounting, which may result in non-cash charges to earnings
related to the mark to market on the swaps. We are entering into this
arrangement to take advantage of lower interest rates in Europe and to hedge our
exchange rate risk, however, no commitment is currently in effect with respect
to any such arrangements and no assurance can be given that we will enter into
such arrangements on the terms described or at all. See Note E to "Notes to
Unaudited Consolidated Pro Forma Statement of Operations."

The Trust's ability to make scheduled payments of principal of, or to pay
the interest or Liquidated Damages, if any, on, or to refinance, its
indebtedness (including the Notes), finance its working capital requirements and
other operating needs or to fund planned capital expenditures will depend on its
future performance, which, to a certain extent, is subject to general economic,
financial, competitive, legislative, regulatory and other factors that are
beyond its control. Based upon the current level of operations, management
believes that cash flow from operations and available cash, together with
available borrowings under the New Credit Agreement, will be adequate to meet
the Trust's future liquidity needs for at least the next several years. The
Trust may, however, need to refinance all or a portion of the principal of the
Notes on or prior to maturity. There can be no assurance that the Trust's
business will generate sufficient cash flow from operations, or that future
borrowings will be available under the New Credit Agreement in an amount
sufficient to enable the Trust to service its indebtedness, including the Notes,
or to fund its other liquidity needs. In addition, there can be no assurance
that the Trust will be able to effect any such refinancing on commercially
reasonable terms or at all.

YEAR 2000 COMPLIANCE

As is the case with most companies using computers in their operations, we
are in the process of addressing the year 2000 problem. The year 2000 issue is
the result of computer programs being written using two digits rather than four
digits to define the applicable year. Any of our systems, equipment, or
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39

hardware that have date sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than year 2000. This could result in a
system failure or miscalculations causing disruption of operations, including
among other things, a temporary inability to properly manufacture products,
process transactions, send invoices or engage in similar normal business
activities.

Based on our initial assessments, we determined that we needed to modify or
replace certain portions of our equipment, hardware, and software so that
affected systems will properly utilize dates beyond December 31, 1999. We
presently believe that, with modifications and some replacement of existing
equipment, hardware and software, the year 2000 issue will be mitigated.

Our plan to resolve the year 2000 issue is being implemented by each of our
facilities and involves six phases:

- inventory;

- risk assessment;

- prioritization and ownership assignment;

- compliance research;

- remediation; and

- testing.

The inventory, risk assessment, prioritization, and ownership assignment
phases were performed concurrently and are substantially complete. In North
America, the compliance research phase is substantially complete. In other
countries, this phase is to be substantially completed by June 30, 1999. The
remediation and testing phases are expected to be substantially completed by
August 31, 1999 in North America and by June 30, 1999 for our foreign
operations, other than France. In France the remediation and testing phases are
expected to be substantially completed by September 30, 1999. In North America,
our year 2000 plan is being completed on a facility by facility basis. For our
foreign operations, it is being completed on a country by country basis. It is
estimated that the compliance research phase is approximately 95% complete in
all of our locations, the remediation phase is approximately 70% complete in
North America and 90% complete elsewhere, and the testing phase is approximately
80% complete in North America and 85% complete in other countries.

Our year 2000 inventory of potentially affected items is segregated into
four categories:

- business application (developed software, customized extensions to
purchased software and systems interfaces);

- tools and platforms (purchased commercial products, both hardware and
software);

- intelligent devices (manufacturing, laboratory, office and facilities
equipment); and

- external business partners (suppliers, customers and other service
providers).

Business applications and tools and platforms are considered information
technology ("IT") systems, while intelligent devices and external business
partners are considered non-IT systems.

Concerning IT systems, several of our facilities that share existing
applications will upgrade those applications to year 2000 compliant versions.
All other facilities have already made their systems year 2000 compliant. Our
facilities in Germany and Spain have received "Status Green" in TUV year 2000
audits. TUV is the European equivalent of the Automotive Industry Action Group
in the United States.

With respect to non-IT systems, we have dedicated resources to assist in
identifying potentially affected intelligent devices. Determination of
compliance status, remediation, and testing of these devices may be more
difficult than IT systems, as some of the manufacturers of potentially affected
equipment may no longer be in business.

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40

The external business partners category of potentially affected items
primarily includes the process of identifying and prioritizing critical
suppliers and customers, and communicating with them about their plans and
progress in addressing the year 2000 problem. We have developed a questionnaire
that we have used to obtain this information from key existing business
partners. To date we are not aware of any problems that would materially impact
results of operations, liquidity, or capital resources. However, we have no
means of ensuring that these parties will be year 2000 ready and the inability
of these parties to successfully complete their year 2000 compliance program
could impact us. For key business partners, the initial assessments are
evaluated and, as deemed necessary, follow-up assessments are made. We expect
this process to be ongoing throughout 1999. We are in the process of developing
contingency plans to address potential year 2000 exposure.

We have utilized both internal and external resources to repair or replace,
test, and implement software and operating equipment for year 2000
modifications. We are unable to estimate with any certainty the total cost of
the year 2000 project. We have not, however, seen a significant increase in our
IT cost nor in the normal overhead cost associated with our facilities.
Primarily all of the costs of the year 2000 project have been expensed and have
been funded through normal operating cash flow or bank borrowings.

The failure to remediate a material year 2000 problem could result in an
interruption in, or a failure of, certain of our normal business activities or
operations, including our ability to produce or deliver products to our
customers. Such failures could materially or adversely affect our results of
operations, liquidity, and financial condition. Due to the general uncertainty
inherent in the year 2000 problem, we are unable to determine with certainty at
this time whether the consequences of year 2000 failure will have a material
impact on us. Our year 2000 plan is expected to significantly reduce our level
of uncertainty about the year 2000 problem. We believe that by executing our
year 2000 plan in a timely manner, the possibility of significant interruptions
to normal operations should be reduced. We believe that our most reasonably
likely worst case scenario is that certain suppliers will not be able to supply
the Company with key materials, thus disrupting the manufacture and sale of
products to our customers.

Our plans to complete the year 2000 project are based on our best
estimates, which were derived utilizing numerous assumptions of future events
including, but not limited to, the continued availability of certain resources
and other factors. Estimates of the status of completion and the expected
completion dates are based on tasks completed to date compared to all required
tasks. However, there can be no guarantee that expected completion dates will be
met, and actual results could differ materially for those forecasted. Specific
factors that might cause such material difference include, but are not limited
to, the availability and cost of personnel trained in certain areas, the ability
to locate and correct all relevant equipment, devices and computer codes, and
similar uncertainties.

NEW ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board (FASB) approved SFAS
No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 130 establishes
accounting standards for reporting and displaying comprehensive income and its
components (revenues, expenses, gains and losses). Venture has adopted this
standard in the financial statements. SFAS No. 131 establishes accounting
standards for the way public enterprises report information about operating
segments in annual financial statements. This statement also establishes
standards for related disclosures about products and services, geographic areas,
and major customers. Venture has adopted this accounting standard; however,
there was no impact on its financial statement presentation and disclosures
because Venture operates in only one segment, automotive operations.

In February 1998, the FASB approved SFAS No. 132, "Employers' Disclosures
about Pensions and Other Post-retirement Benefits," which standardizes the
disclosure requirements for pension and other Post-retirement benefits. In
particular, the Standard requires additional information on changes in the

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41

benefit obligation and fair values of plan assets. Venture has adopted this
Standard in the presentation of its financial statements (Note 10).

In June 1998, the FASB approved SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. The
Standard is effective for the first quarter of our fiscal year beginning January
1, 2000. Venture has not yet determined the impact of adopting this Standard on
its financial position or results of operations.

In March 1998, the Accounting Standards Executive committee published
accounting Statement of Position (SOP) 98-1, which provides guidance on
accounting for the costs of computer software developed or obtained for internal
use. The provisions of this SOP are applicable for our fiscal year beginning
January 1, 1999. Venture does not anticipate that adoption of this Standard will
have a material impact on its financial position or results of operations.

SOP 98-5, Reporting on the Costs of Start-Up Activities, was issued April
1998. SOP 98-5 establishes standards for the financial reporting of start-up
costs and organization costs and requires such costs to be expensed as incurred.
SOP 98-5 is effective for fiscal years beginning after December 15, 1998.
Venture has not yet determined the impact of adopting SOP 98-5 on its financial
condition or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Venture is exposed to market risk related to changes in interest rates and
commodity prices and selectively uses financial instruments to manage some of
these risks. Venture does not use financial instruments for speculation or
trading purposes. A discussion of Venture's accounting policy for derivative
financial instruments is included in the Organization and Summary of Accounting
Policies and the Financial Instruments footnotes to Venture's financial
statements. See Note 1 and Note 13 to "Venture Holdings Trust -- Notes to
Consolidated Financial Statements."

Venture has 3 interest rate exchange agreements with a financial
institution to limit exposure to interest rate volatility. Venture has currency
exposure primarily with respect to the Australian dollar and has chosen not to
hedge that risk at the present time. Venture's exposure to commodity price
changes relates to operations that utilize certain commodities as raw materials.
Venture manages its exposure to changes in these prices primarily through its
procurement and sales practices. Venture had no financial instruments
outstanding as hedges of commodity price risk at each of December 31, 1998 and
March 31, 1999.

These financial exposures are monitored and managed as a part of a risk
management program, which recognizes the unpredictability of financial markets
and seeks to reduce the potentially adverse effect. Sensitivity analysis is one
technique used to evaluate the impact of such possible movements on the
valuation of these instruments. A hypothetical 10% change in the value of
foreign currency movements would not have a significant impact on Venture's
financial position, results of operations or future cash flows. In addition,
based upon a 1 percentage point decrease in interest rates at each of December
31, 1998 and March 31, 1999, Venture estimates that the fair market value of the
interest rate exchange agreement would have decreased by $1.1 million and $2.5
million, respectively. A hypothetical 1 percentage point increase in interest
rates related to floating rate debt at each of December 31, 1998 and March 31,
1999 would decrease future pretax earnings and cash flows by $0.2 million
annually.

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BUSINESS

GENERAL

We are a leading worldwide full-service supplier of high quality molded and
painted plastic parts for OEMs, and other Tier I suppliers. We rank among the
largest designers and manufacturers of interior and exterior plastic components
and systems to the North American and European automotive markets. Exterior
products include such items as front and rear bumper fascias and systems, body
side moldings, hatchback doors, fenders, grille opening panels and
reinforcements, farings, wheel lips, spoilers, and large body panels such as
hoods, sunroofs, doors and convertible hardtops. Interior products include
instrument panel systems, door panels, airbag covers, side wall trim,
garnishment molding systems and consoles. Our principal customers include every
major North American OEM, 11 of the 12 major European OEMs, several major
Japanese OEMs, and leading Tier I suppliers. On a pro forma basis for the twelve
months ended December 31, 1998, our net sales totaled $1,933.5 million and our
Adjusted EBITDA totaled $195.1 million.

We are a full-service supplier and an industry leader in manufacturing
plastic components, modules and systems and in applying new design and
engineering technology to develop innovative products, create new applications
and reduce product development time. We, and our affiliated companies, have the
capability to provide our customers state-of-the-art design and advanced
engineering services 24 hours a day around the world. We operate 57 facilities
in 9 countries, including the United States, Canada, Germany, Spain, France,
Hungary, the Czech Republic, Mexico and the Netherlands and expect to start
operations in Brazil in the third quarter of 1999. Our comprehensive
manufacturing capabilities include custom injection molding, automated painting
and assembly, and material and product testing. We also have extensive tool
making capabilities. Our engineering focuses on anticipating actual production
issues and integrating part design with tool design to create an efficient
manufacturing process. We refer to this emphasis as "design for manufacture."

INDUSTRY TRENDS

The automotive industry has been and continues to be significantly
influenced by several trends which we believe will enhance our strategic
position and growth prospects.

- INCREASED OUTSOURCING BY OEMS. In an effort to reduce costs, speed
product design and simplify manufacturing, OEMs have increasingly
outsourced the manufacture of many components and integrated systems
which were previously manufactured internally. Independent suppliers
generally are able to design, manufacture and deliver components and
systems at a lower cost than the OEMs due to: (1) their lower direct
labor, fringe benefit and overhead costs; (2) the ability to spread R&D
and engineering costs over products provided to multiple OEMs; and (3)
the economies of scale inherent in product specialization. OEMs have
benefited because outsourcing has allowed them to reduce capital
expenditures, production costs and inventory levels and to focus on
overall vehicle design, product quality and consumer marketing. Although
outsourcing has not

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been as long standing a trend in Europe as it has in North America, it
has become increasingly prevalent. In certain of Peguform's main product
lines, for instance, internal production by European OEMs has declined
significantly.

Suppliers such as ourselves have benefited from this outsourcing trend as
the aggregate number and value of components and integrated systems which
we manufacture have increased dramatically. In addition, the outsourcing
trend has been coupled with an increasing complexity of components which
are manufactured by independent suppliers. These factors have favored low
cost, full-service suppliers such as ourselves who can develop integrated
systems that OEMs can easily install.

- CONSOLIDATION OF SUPPLIER BASE BY OEMS. Since the 1980s, OEMs have
substantially reduced the number of suppliers that may bid for awards and
have been outsourcing an increasing percentage of their production
requirements. As a result of these trends, the OEMs have increasingly
focused on the development of long-term, sole-source relationships with
suppliers who can provide complex components and integrated systems on a
just-in-time basis, while at the same time meeting strict quality
requirements. These requirements are accelerating the trend toward
consolidation of the OEMs' supplier base as those suppliers who lack the
capital or production expertise to meet the OEMs' needs either exit the
business or are consolidated with larger suppliers. Both OEMs and
suppliers benefit from the consolidation trend. Suppliers are able to
devote the resources necessary for proprietary product development with
the expectation that they will have the opportunity to profit on such
investment over the multi-year life of a contract. OEMs benefit from
shared manufacturing cost savings that suppliers realize as a result of
long, multi-year production runs at high capacity utilization levels.

- INCREASED EMPHASIS ON PROGRAM MANAGEMENT AND INTEGRATED SYSTEMS. In
conjunction with the aforementioned consolidation trend, OEMs are
transitioning from purchasing components to placing responsibility for
design, engineering and manufacturing of full component systems on Tier I
suppliers. These expanded requirements can best be addressed by
full-service suppliers such as ourselves with sufficient technological
and manufacturing resources to meet such demands. Strategic combinations
have been pursued by many suppliers in order to add capabilities to
manufacture complementary components and systems and achieve more
complete systems capabilities. We believe that this trend toward
multi-component system integrators will compel further consolidation,
leaving the industry with fewer and more broad-based Tier I suppliers.

- INCREASING UTILIZATION OF PLASTIC. Plastic provides OEMs with a number of
advantages over metal, including increased design flexibility and
aesthetic appeal, resistance to corrosion and improved fuel-efficiency
performance due to lighter weight materials. Substituting plastic for
metal can also reduce manufacturing costs by eliminating machining costs,
reducing painting costs, facilitating assembly, minimizing tooling costs
and consolidating the number of parts used in a vehicle. While plastics
historically have been used for many interior trim components, they are
now being used more extensively in exterior and structural/functional
components and integrated systems. According to industry data, the
average plastic content per passenger vehicle has increased from
approximately 222 pounds in 1987 to approximately 242 pounds in 1997, and
is projected to grow to approximately 266 pounds per vehicle by 2007. We
believe our early involvement as a full-service supplier to OEMs of
plastic components and integrated systems, as well as our extensive
plastics manufacturing technologies, position us to benefit from the
expanded utilization of plastic.

- GLOBALIZATION OF THE OEM SUPPLIER BASE. OEMs are increasingly seeking to
identify preferred suppliers that can meet their needs on a global scale,
and not just regionally. To facilitate global expansion by such preferred
suppliers, in certain instances OEMs are committing to sole-source
relationships to enhance the economic viability of new production
facilities. Such relationships also facilitate the efforts of OEMs to
develop certain models for the world automotive market. Our recent
establishment of facilities in Mexico and Brazil will further augment our
already significant capabilities to design and manufacture plastic
components and systems worldwide.

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THE ACQUISITION

Venture has, for many years, been a key supplier to North American OEMs.
Venture's extensive design and manufacturing expertise, coupled with strategic
acquisitions, has enabled it to diversify its customer base and technological
capabilities, such that Venture has become a leading participant in the supply
of molded and painted interior and exterior plastic components and systems to
North American OEMs. For the 5 year period ended December 31, 1998, Venture's
net sales grew from $205.6 million to $645.2 million, a CAGR of 25.7%, and
EBITDA grew from $40.1 million to $94.2 million, a CAGR of 18.6%. In 1996,
Venture expanded its customer relationships and technological capabilities
through the 1996 Acquisitions.

A key element of Venture's business strategy has been to increase its
global presence to meet its OEM customers' global needs. Venture considers the
Acquisition an attractive opportunity to further this strategy. Peguform is a
leading international designer and manufacturer of complete interior modules,
door panels and dashboards; and of exterior modules and other structural plastic
body parts, including bumper fascias and hatchback doors. Peguform operates
manufacturing facilities in Germany, Spain, France and the Czech Republic, and
has recently followed certain of its key OEM customers into Mexico and Brazil.
Peguform's manufacturing network is enhanced by 9 module centers across Europe,
serving as final assembly units located directly at, or very close to, selected
customers' car assembly plants. Peguform's proven ability to gain development
orders for new and successor models is enhanced by its product engineering
efforts, including such innovations as thermoplastic bumpers, a proprietary
slush molding process, a thermoplastic hatchback door and painting technologies
such as electro-static painting and the use of water-based paint. For the
12-months ended December 31, 1998, Peguform had net sales of $1,260.6 million.

- EXPANDED ENGINEERING CAPABILITIES. Venture's component research, design
and engineering expertise has focused on a manufacturing approach by
emphasizing prototype production and tooling with a view to shortening
design and production cycles and reducing design and production costs.
Peguform's engineering staff has focused on new product development and
validation to a degree not practiced previously by Venture. An example of
this capability is the development of technology for a thermoplastic
hatchback door that Peguform then validated and had designed into a
customer's vehicle production. Peguform will likewise benefit from
Venture's "design for manufacture" emphasis which is expected to enhance
Peguform's ability to anticipate production issues, thereby reducing
costs associated with new product launches and scrap rates. The
combination of these disciplines is expected to enhance both companies'
capabilities.

- COMPLEMENTARY TECHNOLOGY. Peguform brings design and manufacturing
process technology that enhances Venture's capabilities to provide
innovative solutions to its customers. For example, Peguform's slush
molding technology may provide opportunities for cost savings and quality
improvement over conventional molding technologies in certain specialized
applications. Moreover, Peguform's use of water-based paint technology
and robotized painting of components will enhance Venture's already
sophisticated capabilities.

- STRENGTHENED AND EXPANDED CUSTOMER RELATIONSHIPS. The customer base of
each of Venture and Peguform are complementary, with little overlap,
presenting the combined company with significantly greater OEM
penetration. As a result, our opportunities to bid on new business is
enhanced, while dependence on any one customer or geographic segment is
reduced.

- OPERATIONAL EFFICIENCIES. The increased size of the combined operations
of Venture and Peguform is expected to reduce materials costs, as volumes
will be significantly increased. Moreover, the

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in-house tooling manufacturing capability of Venture and its affiliates
is expected to reduce tooling expenses, due to their capacity to
manufacture in-house a portion of the tooling requirements which Peguform
has traditionally outsourced. These benefits, together with the
advantages of increased global presence, complementary engineering and
technologies, and expanding customer bases, discussed above, are expected
to provide opportunities to improve profitability of the combined company
in a manner that would not be possible if both companies had remained
independent.

COMPETITIVE STRENGTHS

We believe we have the following key competitive strengths, which enhance
our ability to compete successfully in our industry:

- DIVERSIFIED GLOBAL CUSTOMER BASE. Our principal customers include every
major North American OEM, 11 of the 12 major European OEMs, several major
Japanese OEMs, and leading Tier I suppliers. As a result, we are less
dependent on revenues from any single geographic market than competitors
that are less diversified. We believe the geographic breadth of our
customer base and full-service capabilities position us to further
benefit from the current consolidation and globalization trends in the
automotive industry.

- WORLDWIDE FULL-SERVICE PROGRAM MANAGEMENT CAPABILITIES. As OEMs have
focused increasingly on shortening vehicle design and production cycles
and reducing design and production costs, suppliers who have the ability
to cost effectively take an idea or design from concept to mass
production ("art to part") are being involved at the initial stages of
the process. We are successful in meeting the increased demands by OEMs
for their suppliers to provide full-service program management because of
our expertise in design and engineering, tooling, and multiple
manufacturing processes. As a result, we have increasingly been selected
as a sole-source supplier for vehicle components and integrated systems.
We believe that the evolution of the OEM relationship into strategic
partnerships provides a significant advantage to us because of our
ability to meet a customer's art to part needs on a global basis.

- MULTIPLE EXTERIOR AND INTERIOR PLASTIC TECHNOLOGIES. We believe that we
are one of only a small number of automotive suppliers that can provide
its customers with both full-service program management capability and a
wide array of alternative plastic molding and painting technologies on a
global basis. We possess the latest technologies associated with
thermoplastic injection molding, compression molding, RIM, slush molding,
sheet molding compounds, composite technologies, and water-based paints.
By possessing a wide range of plastic design and manufacturing
technologies, we are able to distinguish ourselves from our competition
by offering the process that will best meet the customers' needs, while
often lowering design and production costs and shortening the product
development cycle.

established a reputation as a highly reliable and timely supplier able to
meet our customers' demanding delivery requirements.

BUSINESS STRATEGY

Our business strategy is to use our competitive strengths to further our
position as a leading automotive supplier. The principal components of this
strategy are as follows:

- INVEST IN LEADING-EDGE DESIGN, ENGINEERING AND MANUFACTURING
TECHNOLOGIES. As OEMs worldwide continue to increasingly outsource
manufacturing of components and integrated systems, they have placed
greater reliance on the design and engineering capabilities of their
supplier base. We have made a substantial commitment to new product
technology and design, including establishing an Advanced Engineering
Center and offering the capability to provide 24-hour-a-day global design
and engineering services to our customers. The Advanced Engineering
Center integrates the use of CAD/CAM and utilizes the latest optical
design technology to rapidly and cost effectively replicate and modify
existing designs, as well as to design new prototypes, using REAP. We
also believe it is highly important to be able to offer a broad range of
manufacturing processes and technologies to our customers for the
production of a wide array of plastic components and systems. Both the
1996 Acquisitions and the Acquisition fit this strategy by enhancing our
ability to provide customers with multiple exterior and interior
technologies, specifically by adding expertise in sheet molding
compounds, slush molding and composite technologies, as well as
sophisticated painting processes. We intend to continue to invest
significantly in our design, engineering and manufacturing capabilities
in order to meet our customers' needs for innovation, quality,
reliability, lower costs and reduced lead times. We believe our continued
ability to design, engineer, tool and manufacture highly engineered
components, modules and systems will provide additional opportunities to
supply an increasing number of products to existing customers and expand
our customer base.

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- MAXIMIZE OPERATING EFFICIENCIES AND LOWER COST STRUCTURE AT ACQUIRED
COMPANIES. We believe there are a number of areas in which we can achieve
annual cost savings related to the Acquisition. We have successfully
effected significant cost savings in past acquisitions. With respect to
the 1996 Acquisitions, we have been able to employ our lean manufacturing
process, which enables us to grow our business with existing management
assets and less capital expenditure. These operational efficiencies,
combined with our tooling and design capabilities, have helped us to
achieve substantial cost savings. We expect the principal components of
cost savings related to the Acquisition will be in the areas of material
and tooling costs, as further described below:

Materials Cost Savings. We believe there are many opportunities to
reduce materials costs in areas such as raw materials, paint and other
materials, due to the similarities in plastic components manufactured by
Venture and Peguform. In many cases, these materials are currently
purchased from the same suppliers. Additionally, we expect to gain
increased purchasing leverage after completion of the Acquisition,
resulting in more favorable materials costs throughout our entire
operation. As a result of our analysis of the same or comparable
materials, and their respective costs and volumes at Venture and
Peguform, we believe we can achieve approximately $15.0 million in
materials cost savings in our first full year of operations following
the Acquisition.

Tooling Cost Savings. Peguform has historically outsourced all of its
tooling requirements. Venture has consistently invested in maintaining a
sophisticated, in-house tooling capability. We believe Venture's tooling
capabilities not only provide a competitive advantage, but also
typically result in lower tooling costs than would otherwise be the case
if tooling were outsourced to other tooling manufacturers. We and our
affiliated companies currently have capacity to manufacture in-house a
significant portion of the tooling requirements which Peguform has
traditionally outsourced.

Other Operating Efficiencies. In addition to material and tooling cost
savings, we believe there are other opportunities to improve Peguform's
cost structure after completion of the Acquisition. Some of these
opportunities include elimination of redundant administrative expense
items, shared design, engineering and program management resources,
manufacturing efficiencies and production of certain components in-house
that are currently outsourced by Peguform.

- - STRATEGIC EXPANSION. We are committed to continue our strategic, geographic
expansion in order to serve our customer base globally. In addition, we expect
to make selective acquisitions and investments, or enter into strategic
alliances, to broaden our service offerings and further enhance our systems
integration capability. We believe that the consolidation of the automotive
supplier base and geographic expansion of our customers will present
additional opportunities for growth.

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PRINCIPAL PRODUCTS

We produce thermoplastic injection molded, compression molded, injection
compression molded, RIM and slush molded plastic parts primarily for OEMs and
other Tier I suppliers. We also emphasize complex products, such as instrument
and door panel assemblies, which require the integration of multiple components
into complete sub-assemblies.

Our primary exterior and interior products are detailed and illustrated
below:

[EXTERIOR PRODUCTS DIAGRAM]
[INTERIOR PRODUCTS DIAGRAM]

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The following sets forth information about our automotive products and
vehicle models on which they are used or for which we have been awarded
business.

AWARDED BUSINESS ON
COMPONENT OEM/CUSTOMER CURRENT PRODUCTION(A) FUTURE PRODUCTION(B)
--------- ------------ --------------------- --------------------

Interior Trim Audi A3, TT, A8 A3, A4
DaimlerChrysler A Class, Vito, B Van, Breeze, B Van, Breeze,
Cirrus, Concorde, Eagle, Grand Cherokee, Cirrus,
Cherokee, LHS, 300M, Intrepid, Neon, Neon, Stratus, PT
Stratus, Wrangler, Viper
DEPCO Bonneville
Finley Beauville
Industries
Ford Continental, Escort, Mountaineer,
Taurus
General Motors Achieva, Blazer, Cadillac S5S, Bravada, Blazer,
Camaro, Cavalier, Century, Century, Jimmy,
Express/Savana Van, Lumina, Park Regal, Envoy, GMT
Avenue, Regal, STS Skylark, Sunfire, 370, GMT 560
Suburban, TransAm, Tahoe
Lear Chrysler Ram 150/350 Pickup,
Windstar
Nissan HM
Opel Corsa
Porsche Boxster, 911
Renault Espace
Seat Ibiza, Inca, Cordoba, Toledo
Skoda Felicia, Octavia
Volkswagen Polo, Passat, T4 Van Polo, VW 611
Instrument and
Door Panels/
Assemblies Audi A3, A4, A8, TT A2, A4, A8
DaimlerChrysler A Class, B Van, Vito, V Class
General Motors Corvette
Nissan Terrano, Serena
Opel Corsa, Tigra
Porsche Boxster, 911 911
Renault Twingo, Express
Seat Ibiza, Inca, Cordoba
Skoda Felicia
Volkswagen Passat, T4 Van VW 611, Passat
Airbag Covers Autoliv Accord, Alero Cobra, Caravan, Grand
Am, Grand Cherokee, Mazda 626,
Mustang, Mercedes, Navigator, S5S,
Sable, Subaru, Taurus, Town &
Country, Volkswagen Voyager
Breed Suzuki Tracker, Wrangler Chrysler RS
DaimlerChrysler A Class

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AWARDED BUSINESS ON
COMPONENT OEM/CUSTOMER CURRENT PRODUCTION(A) FUTURE PRODUCTION(B)
--------- ------------ --------------------- --------------------

TRW Breeze, Cirrus, Mustang, Neon,
Stratus, PN96, Town Car, Ranger
Cladding/Exterior Audi A6
BMW 3 Series, 5 Series, 7 Series 7 Series
DaimlerChrysler B Van, Dakota, Durango, Eclipse, Dakota, M Class
Minivan, Viper, Vito, V Class
Ford Econoline Van, Escort, Explorer, Navigator
Expedition, Explorer, F-Series
Pickups, Mustang, Navigator, Nissan,
Quest, Ranger, Villager, Windstar
Freightliner Truck
General Motors Achieva, Achieva GT, Astro Van, Malibu
Blazer, Bonneville, Cavalier,
Century, Corvette, Denali, DeVille,
Eldorado, Escalade, Express/Savana
Van, Grand Am, Grand Am GT, Grand
Prix, Intrigue, Lumina, Monte Carlo,
Opel, Regal, Safari, Saturn,
Silhouette, Skylark, Sunfire,
Transport, Yukon, Venture
Nissan Terrano, Serena HS
Opel Corsa
PSA Peugeot Xantia, Xsara, Saxo 806(V)
Renault Megane, Clio Megane
Seat Ibiza
Skoda Felicia
Volkswagen Polo, Beetle, Jetta Polo
Volvo V/S40
Fascias Audi A4, TT A3, A4
BMW 3 Series, 5 Series 3 Series, 5 Series
DaimlerChrysler Vito V Class Vito
Ford Expedition, F-Series Pick-up,
Explorer, Ranger
General Motors Astro, DeVille, Denali, Escalade,
Eldorado, LeSabre, Seville, Safari,
Transport, Tahoe, Opel, STS,
Venture, Yukon
Isuzu Honda, Rodeo Rodeo
Karmann Golf Cabrio
Mitsubishi Carisma, Spacestar
Opel Omega, Catera
PSA Peugeot 106, 206, 306, Xsara, Berlingo,
Saxo, 806, Jumpy
Porsche Boxster, 911 Boxster, 911

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AWARDED BUSINESS ON
COMPONENT OEM/CUSTOMER CURRENT PRODUCTION(A) FUTURE PRODUCTION(B)
--------- ------------ --------------------- --------------------

Renault Twingo, Clio, Megane, Master,
Express, Kangoo, Laguna
Skoda Felicia, Octavia Felicia, Octavia
Seat Ibiza, Inca, Cordoba, Toledo
Volvo V/S 40 V/S 40
Volkswagen Passat, Golf, Polo, Jetta, Vento, Lupo GTI, Passat,
Caddy, Bora, Lupo, LT2 Utility Polo, Golf
Functional
Components DaimlerChrysler A Class, Vito
Ford Contour, Escort, F-Series Pickup, Econoline Van,
Jaguar, Lincoln LS, Mustang, Thunderbird
Mystique, Navigator, Ka
General Motors Blazer, Delphi-AC Spark Plug, G Van,
Express/Savana Van, Seville, Skylark
Nissan Terrano, Serena
Opel Astra, Corsa
PSA Peugeot Belingo 306, Xantia, 806(V)
Renault Megane 4x4
Volvo V/S 40
Miscellaneous
Non-Automotive Club Car Golf Cart bodies
Whirlpool Consumer white goods

- ------------
(a) Represents models for which we will produce and supply products in 1999 and,
in most cases, future years beyond 1999.

(b) The amount of products produced under these awards is dependent on the
number of vehicles manufactured by the OEMs. Many of the models are versions
of vehicles not yet in production. See "Risk Factors -- Reliance on Major
Customers; the OEM Supplier Industry." There can be no assurance that any of
these vehicles will be produced or that we will generate certain revenues
under these awards even if the models are produced.

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CUSTOMERS AND MARKETING

We rank among the largest suppliers of interior and exterior plastic
components and systems to the North American and European automotive markets.
Our principal customers include every major North American OEM, eleven of the
twelve major European OEMs, several major Japanese OEMs, and leading Tier I
suppliers, as detailed below:

OEMS TIER I SUPPLIERS
- --------------------------------------------------------------- ----------------

AB Volvo Ford Motor Company PSA Peugeot Autoliv, S.A.
Citroen
Adam Opel AG General Motors Renault SA TRW Inc.
Corporation
Audi AG Isuzu Motors Limited Seat, S.A.
Bayerische Motoren Mitsubishi Motors Skoda Automobilova
Werke AG (BMW) Corporation
DaimlerChrysler AG Nissan Motor Co., Ltd Volkswagen AG
Porsche AG

We primarily emphasize the design and manufacture of components and
integrated systems, and manufacture those components and systems as a
sole-source supplier. We currently supply components or systems on over 150
models, including 4 out of 5 of the top selling models in both the United States
and Europe. We supply components for many popular models, such as the Volvo V40
and S40; Audi A4 and TT; BMW 3 Series and 5 Series; DaimlerChrysler A-Class,
"LH" cars (Chrysler LHS, Concorde, 300M and Dodge Intrepid), Dakota and Durango
trucks and "JA" cars (Cirrus, Stratus and Breeze); Ford F-series truck,
Explorer, Expedition, Mustang, Navigator and Windstar; Chevrolet Corvette,
General Motors "M" vans (Astro and Safari), Yukon, Tahoe, Suburban, Grand Am,
Grand Prix and redesigned GMC and Chevrolet full size vans (Express and Savana);
Porsche 986 and 996; Peugeot 206; Citroen Xsara; Renault Twingo; Seat Ibiza and
Cordoba; Skoda Felicia and Octavia; and Volkswagen Golf, Passat and Bora. We
believe that the depth of our product mix, the diversity of models for which we
are a supplier and our geographic coverage reduces our risks associated with
historical downturns in the automotive industry.

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The approximate percentage of net sales to our principal customers and
customer categories, on a pro forma basis for the year ended December 31, 1998,
broken down geographically, is shown below. Also shown below is the approximate
percentage of net sales to principal customers (1) by Venture for the year ended
December 31, 1998, and (2) by Peguform for the 12 month period ended December
31, 1998.

COMPANY VENTURE PEGUFORM
CUSTOMER PRO FORMA 1998(1) 1998 1998(1)
-------- ----------------- ------- --------

NORTH AMERICA:
General Motors Corporation................................. 12.6% 38.1% --%
Ford Motor Company......................................... 8.2 24.8 --
Tier I Suppliers to OEMs................................... 5.0 15.1 --
DaimlerChrysler AG......................................... 4.5 13.6 --
Other Automotive........................................... 1.0 2.9 --
Non-Automotive............................................. 1.2 3.5 --
EUROPE:
Volkswagen AG.............................................. 12.2% --% 18.2%
Audi AG.................................................... 9.7 -- 14.6
DaimlerChrysler AG......................................... 6.0 -- 8.9
PSA Peugeot Citroen........................................ 5.8 -- 8.7
Skoda Automobilova......................................... 5.0 -- 7.5
Renault SA................................................. 3.7 -- 5.6
Bayerische Motoren Werke AG (BMW).......................... 3.3 -- 5.0
Seat, S.A.................................................. 3.2 -- 4.8
Porsche AG................................................. 2.6 -- 3.9
Adam Opel AG............................................... 1.6 -- 2.3
Other Automotive........................................... 12.5 -- 18.8
Non-Automotive............................................. 1.2 -- 1.7
OTHER:
Isuzu Motors Limited....................................... 0.7% 2.0% --%
----- ----- -----
TOTAL...................................................... 100.0% 100.0% 100.0%

- ------------
(1) Includes net sales to customers, including sales by Celulosa Fabril S.A., a
50% owned joint venture, the sales of which are not included as net sales in
Peguform's financial statements.

Venture's sales are made directly to the OEMs with marketing and customer
support assistance provided by an affiliated company, wholly owned by Mr.
Winget, and by other unaffiliated entities. See "Certain Transactions."

DESIGN AND ENGINEERING

Our engineering focuses on anticipating actual production issues and
integrating part design with tool design to create an efficient manufacturing
process. We refer to this emphasis as "design for manufacture." We strive to
maintain a technological advantage through investment in product development and
advanced engineering capabilities. As OEMs have increasingly focused on
shortening their design cycles and reducing their design and production costs,
we have been increasingly required to utilize advanced engineering resources
early in the planning process. As a result of the Acquisition and through our
affiliated companies, we now have the capability to be a full-service supplier
to our global OEM customers 24 hours a day.

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Our engineering and technical staff works closely with our OEM customers to
help design and develop new products and line extensions, ensure high quality,
and coordinate development with the manufacture of new vehicles. In addition, we
maintain laboratories dedicated to product development, tryout, certification
and research which are certified for use by several or our OEM customers.

Given the increased demand for early involvement in the design and
engineering aspects of product development, we have made a substantial
commitment in technical centers. Through Venture's Advanced Engineering Center
and Peguform's pre-product engineering site in Botzingen, Germany, with
additional regional engineering centers in Pouance, France and Polinya, Spain,
we continue to enhance our comprehensive and customer-focused design and
engineering capabilities. Our design and engineering technologies include
integrated CAD/CAM; computer-aided optical scanning; REAP; and gas-aided
injection molding technology ("GAIN"). With the aid of our integrated computer
design systems and the introduction of optical scanning prototyping equipment,
we have significantly reduced the amount of time required to create a prototype
part and ultimately a production component. This process not only reduces
development time but also improves the accuracy of product and mold tolerances.
Further, our advanced systems allow hundreds of design solutions to be
visualized and ergonomically tested quickly and easily, facilitating product
design and manufacturing.

Our advanced development capabilities have resulted in several innovations
that we believe have provided significant benefits to our customers. Peguform,
for instance, has a long history of developing innovative new designs both to
improve the quality and to lower the cost of its designs. Major innovations
include the first thermoplastic bumper developed in the late 1970s; a
proprietary slush molding process; the first thermoplastic hatchback door; and
the development of painting technologies. We believe that our design and
advanced engineering expertise is an important differentiating factor in
maintaining our relationships with and obtaining new business from our OEM
customers.

PRODUCTION CONTROL, MANUFACTURING AND QUALITY

Due to the evolving purchasing and manufacturing policies of the OEMs,
production control has emerged as the critical factor for coordinating and
integrating the customers' requirements with our scheduling and manufacturing
processes.

Responding to these changes, we have developed and incorporated the
principles of "lean manufacturing" and "Kaizen" into our manufacturing
operations. These programs establish a work environment which encourages
employee involvement in identifying and eliminating waste. Our operations are
structured flexibly to respond to the demands of different product runs and
changing product delivery requirements while increasing production efficiency.
Additionally, we rely on the quality and training of our work force and, when
appropriate, automation, to reduce costs.

We attempt to minimize our investment in inventory by coordinating our
purchasing and production activities with anticipated customer demands. Based
upon their production forecasts, the OEMs generally provide us with weekly
releases, four to thirteen weeks prior to actual delivery. To service our
customers more effectively, Venture has implemented "pull systems" at each of
its manufacturing locations, to help it meet its customers' requirements for
on-time deliveries while reducing the carrying levels of inventory. Pursuant to
the "pull system," production is based primarily upon demand rather than on
forecasted need. Peguform's production facilities and module centers are all
located close to major OEM plants to accommodate just-in-time supply. With a
highly developed software and logistics capability, Peguform processes orders
with finished products and delivers to customers' premises within a matter of
hours.

We believe we maintain an excellent reputation with the OEMs for providing
world class quality and customer service at competitive prices. Our reputation
as a high-quality, full-service supplier is exemplified by our receipt of
several major quality awards from our OEM customers in both North America and
Europe. Quality levels are currently being standardized across OEMs through the
QS-9000 program which is expected to lower the cost of maintaining separate
quality programs. All Venture manufacturing, tooling and design facilities and 9
Peguform manufacturing facilities are QS-9000 certified.

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The production of many of our components requires sophisticated technology
and considerable manufacturing expertise. We utilize two-component paint
technology, including soft-touch paints for interior applications (principally
air bag covers and interior consoles), as well as base coat and clear coat
paints applied to exterior components including fascias, fenders, lift gates,
wheel lips, spoilers and side moldings. Our side wall hard trim components,
scuff plates and seat back trims are molded in color. We also utilize
water-based paint and composite technologies, and produce slush molded
instrument panels and thermoplastic hatchback doors. Vinyl and cloth wrapping
techniques are used to manufacture our instrument panels, side wall hard trim
components and door panels.

Our plastic components have sophisticated tooling requirements, the costs
of which are generally billed to the customer at pre-authorized levels, although
there is a trend in the United States toward customers requiring such tooling to
be purchased by us and amortized over the life of the program. Development of
the tooling typically begins approximately two to three years before production,
after being selected by the customer to develop a particular component or
assembly. At that time, we commence our tooling design and development work.
Venture accumulates in inventory the costs incurred for this work. The
production tooling is ordered generally one year prior to production.

Venture supplies substantially all of its tooling requirements from its own
tooling operations. Peguform currently purchases substantially all of its
tooling requirements from outside suppliers. We believe that, following the
Acquisition, we will be able to utilize our own in-house tooling capabilities to
supply a portion of the tooling requirements traditionally outsourced by
Peguform, resulting in reduced costs to the Company.

RAW MATERIALS

Our manufacturing processes use a variety of raw materials, principally
engineered plastic resins such as nylon, polypropylene (including
thermoplastics), polycarbonate, acrylonitrile-butadiene-styrene, fiberglass
reinforced polyester, PET and thermoplastic polyurethane; a variety of
ingredients used in compounding materials used in the compression molding
process; paint related products; and steel for production molds. Our customers
usually specify materials and suppliers to be used for a specific program, but
we cannot assure you that the specified suppliers will always be able to supply
the specified materials or that alternative sources will be available. We obtain
most of our raw materials from one-year supply agreements in which we estimate
our annual needs. We generally issue releases against these agreements only when
we receive corresponding orders from our customers. Although we have not
historically experienced raw material shortages, we could face shortages in the
future.

COMPETITION

Our business is highly competitive, and competition generally occurs on the
basis of product groups. A large number of actual or potential competitors
exist, including the internal component operations of the OEMs as well as
independent suppliers, many of which are larger than us. The competitive
environment has been affected in recent years by supplier consolidations
resulting from OEM supplier optimization policies and the spin-off by OEMs of
formerly in-house plastics manufacturing facilities. We believe these
consolidations and divestitures could benefit our future product pricing, as
formerly marginal competitors are removed and spun-off in-house manufacturing
facilities are forced to compete independently.

We compete primarily on the basis of quality, cost, timely delivery and
customer service and, increasingly, on the basis of design and engineering
capability, painting capability, new product innovation, product testing
capability and our ability to reduce the time from concept to mass production
("art to part"). Some of the OEMs have adopted supplier management policies,
which designate preferred future suppliers and, in some cases, encourage new
suppliers to supply selected product groups. We believe that as OEMs continue to
strive to reduce new model development cost and timing, innovation, and design
and engineering capabilities will become more important as a basis for
distinguishing competitors. We believe that we have an outstanding reputation
among OEMs in these two areas which is enhanced as a result of the Acquisition.

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We believe that in both North America and Europe, our two largest markets,
we maintain a competitive advantage due to our position as a full-service OEM
supplier. Some of Venture's major competitors include Magna International,
Cambridge Industries, Inc., Buckeye Plastics, a division of Worthington
Industries, Textron Automotive division of Textron Corporation, Lear
Corporation, The Budd Company plastic division, the Prince division of Johnson
Controls, Inc., and United Technologies Automotive division, plus a large number
of smaller competitors.

The European market is best described in terms of interior and exterior
products. Peguform's market position is enhanced as a result of the considerable
synergies between interior and exterior modules and by Peguform's technological
leadership in injection molding. In interior products, Peguform focuses on
dashboard and door panel modules. In both of these fragmented product markets
Peguform ranks behind market leader Sommer-Allibert, in a group which includes
Plastic Omnium, Faurecia, JCI/Becker, Magna, Lear, Commer, Irausa, Simoldes,
Petri, Maione and Textron. In exterior products, Peguform focuses on bumper
systems, and has a favorable market position relative to Plastic Omnium, Dynamit
Nobel, Magna, Sommer-Allibert and Rehau. In addition, Peguform has extensive
experience in hatchback door design and production, specifically among new niche
car models.

EMPLOYEES

We believe that our future success will continue to be enhanced by
rewarding and empowering employees. At December 31, 1998, Venture employed
approximately 3,890 persons. We have 624 hourly persons at the Seabrook, New
Hampshire and Lancaster, Ohio facilities who are covered by collective
bargaining agreements with the United Auto Workers. The Seabrook contract,
representing about 11% of the workforce, expires in June 1999, and the Lancaster
contract expires in June 2001. We are currently negotiating a new collective
bargaining agreement with the employees at our Seabrook facility. While we
expect to reach agreement with our Seabrook employees prior to the expiration of
the current contract, we cannot assure you that a labor dispute will not occur
at this facility. We have not experienced any work stoppages in North America
and consider our relations with our North American employees to be good.

At December 31, 1998, Peguform employed approximately 7,700 persons. For
reasons of flexibility, part of this workforce is employed on short-term
contracts. In addition, leased personnel are utilized in Europe on a short-term
basis to cover peak requirements. The European workforce is covered by
collective bargaining agreements with the following workers unions:

Germany: IG Bergbau, Chemie und Erden and IG Holz und Kunststoff
France: CFTC, CGC, CGT, CGT-FO and Syndicat National Autonome des
Plastiques
Spain: Comisiones Obreras, Union General Trabajadores and Central
Intersindical Galega
Czech Republic: KOVO

Although Peguform has experienced several minor work stoppages in France in
the past, we believe that our relationships with the European workers councils
and unions is good.

Many of our OEM and Tier I supplier customers and other suppliers to our
customers are unionized, and work stoppages, slow-downs or other labor disputes
experienced by, and the labor relations policies of, OEMs and other Tier I
suppliers could have an adverse effect on our results of operations.

PATENTS

We have the right to use various patents which aid in maintaining our
competitive position. Patents licensed to Venture begin to expire in the next 15
years. The expiration of such patents is not expected to have a material adverse
effect on our operations. See "Certain Transactions."

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PROPERTIES

Our executive offices are located in Fraser, Michigan. Our North American
molding operations are conducted at 14 facilities in Michigan, Ohio, Kentucky,
Indiana and New Hampshire. As a result of the Acquisition, we operate 19 plants
in Europe, Mexico and Brazil. In addition, we have 9 module centers located in 5
European countries in order to meet our OEMs requirements for just-in-time
deliveries. The utilization and capacity of our facilities may fluctuate based
upon the mix of components we produce and the vehicle models for which we are
producing the components. We believe that substantially all of our property and
equipment is in good condition and that we have sufficient capacity to meet our
current and projected manufacturing and distribution needs through the 2001
model year.

The following table sets forth certain information concerning our principal
facilities:

SQUARE TYPE OF DESCRIPTION
LOCATION FOOTAGE INTEREST OF USE
-------- ------- -------- -----------

MICHIGAN
Masonic Facility................... 178,000 Leased(1) Molding, Mold Fabrication and Repair
Malyn Complex...................... 23,000 Leased(1) Molding
22,000 Leased(1) Molding
18,000 Owned Warehouse
Technical Center................... 56,000 Owned Headquarters, Laboratory, Tryout, Mold
Fabrication
Commerce Facility.................. 24,000 Leased(1) Mold Fabrication and Repair
Doreka Center...................... 6,000 Leased Design and Engineering
Service Center..................... 6,000 Leased Administration
Grand Blanc Facility............... 365,000 Owned Molding, Painting, Assembly
Grand Rapids Complex............... 440,000 Leased Molding, Painting, Assembly
125,000 Leased Assembly Warehouse
85,000 Leased Warehouse, Shipping
Harper Facility.................... 180,000 Leased(1) Molding, Painting, Assembly
Groesbeck Facility................. 128,000 Owned Molding
Design Center...................... 20,000 Leased Design and Engineering
Almont Facility.................... 10,000 Leased(1) Mold Fabrication and Repair
Almont Facility II................. 10,000 Leased(1) Mold Fabrication and Repair
Troy Center........................ 10,000 Leased Mold Fabrication
Hillsdale Facility................. 119,000 Owned Molding, Painting, Assembly
25,000 Leased Warehouse
Redford Facility................... 22,000 Leased(1) Mold Fabrication
Allen Park Center.................. 26,000 Leased Sales, Design, Engineering
KENTUCKY
Hopkinsville Complex............... 104,000 Owned Molding, Painting, Assembly
80,000 Leased Warehouse
NEW HAMPSHIRE
Seabrook Facility.................. 390,000 Owned Molding, Painting, Assembly
WALLACEBURG, ONTARIO, CANADA
Venture Canada Facility............ 35,000 Owned Painting and Assembly
OHIO
Conneaut Facility.................. 183,000 Leased Molding, Painting, Assembly
Lancaster Facility................. 156,000 Owned Molding, Painting, Assembly
INDIANA
Madison Facility................... 71,000 Owned Painting and Assembly (inactive)
Hartford City Facility............. 116,000 Owned Molding and Assembly
Portland Facility.................. 120,000 Owned Molding and Painting (inactive)

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SQUARE TYPE OF DESCRIPTION
LOCATION FOOTAGE INTEREST OF USE
-------- ------- -------- -----------

GERMANY
Botzingen.......................... 167,000 Owned Molding, Painting and R&D Center
415,000 Leased Molding, Painting and R&D Center
Gottingen.......................... 274,000 Owned(2) Molding and Painting
Mosel.............................. 67,000 Leased Module Center
Munchen............................ 52,000 Leased Module Center
Neckarsulm......................... 25,000 Leased Module Center
Neustadt........................... 506,000 Owned Molding and Painting
Oldenburg.......................... 312,000 Owned Molding and Painting
Rastatt............................ 65,000 Leased Module Center
Regensburg......................... 75,000 Leased Module Center
FRANCE
Burnhaupt.......................... 127,000 Leased Molding and Painting
Noeux-les Mines.................... 312,000 Leased Molding and Painting
Pouance............................ 248,000 Leased Molding and Painting
54,000 Owned Molding and Painting
Rueil.............................. 2,300 Leased Module Center
Vernon............................. 194,000 Leased Molding and Painting
HUNGARY
Gyor............................... 26,000 Leased Module Center
SPAIN
Palencia........................... 244,000 Owned Molding and Painting
Polinya............................ 269,000 Owned Molding and Painting
Sant Esteve Sesrovires............. 107,000 Leased Molding
Vigo............................... 133,000 Owned Molding and Painting
Zaragoza........................... 267,000 Owned(3) Molding
THE CZECH REPUBLIC
Liban.............................. 118,000 Owned Molding
Liberec............................ 543,000 Owned Molding and Painting
Mlada Boleslav..................... 16,000 Leased Module Center
BRAZIL
Curtiba............................ 215,000 Leased(4) Molding and Painting
MEXICO
Puebla............................. 66,000 Leased(5) Molding
NETHERLANDS
Sittard............................ 95,000 Leased Module Center

- ------------
(1) Leased from an affiliate of the Company. See "Certain Transactions."

(2) A portion of this facility is used on the basis of hereditary building
rights which expire in 2012.

(3) Operated by a joint venture in which we hold a 50% interest.

(4) Production expected to begin in the third quarter of 1999.

(5) Operated by a joint venture in which we hold a 70% interest.

In addition to the above facilities, we rely upon certain affiliated
companies, which are owned or controlled by Mr. Winget, to provide facilities,
machinery and equipment, technology and services that are necessary for us to be
a full-service supplier. Deluxe Pattern Company ("Deluxe"), a company wholly
owned by Mr. Winget's living trust, makes available to us a 30,000 square foot
advanced design and model building facility under a usage agreement. In
addition, Venture Automotive Corp. ("VAC"), a company wholly owned by Mr.
Winget's living trust, operates a 208,000 square foot facility in Flint,
Michigan at

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which it performed services for Venture which included sequencing and
value-added assembly of parts. Some of the services previously performed by VAC
have now been contracted to MAST Services, LLC, in which N. Matthew Winget, Mr.
Winget's son, formerly owned a minority interest. In addition, we have
subcontracted certain work to Nova Corporation ("Nova"), a business in which Mr.
Winget has a significant equity interest. See "Certain Transactions."

ENVIRONMENTAL MATTERS

Our operations are subject to numerous federal, state and local laws and
regulations in the United States and other countries pertaining to the
generation, storage, treatment and discharge of materials into the environment.
We have taken steps related to such matters in order to reduce the risks of
potentially harmful aspects of our operations on the environment. However, from
time to time we have been subject to claims asserted against us by regulatory
agencies for environmental matters relating to the generation, treatment,
storage and disposal of hazardous substances and wastes, as well as compliance
with environmental laws. Some of these claims relate to properties or business
lines we acquired after a release had occurred. In each known instance, however,
we believe that the claims asserted against us, or obligations incurred by us,
will not result in a material adverse effect upon our financial position or
results of operations. Nonetheless, there can be no assurance that activities at
these facilities or facilities acquired in the future, or changes in
environmental laws and regulations, will not result in additional environmental
claims being asserted against us or additional investigations, remedial actions,
compliance expenditures, fines or penalties being required.

We are currently involved in legal proceedings with the Michigan Department
of Environmental Quality ("MDEQ") concerning the emissions from our Grand Blanc
paint facility. See "Business -- Legal Proceedings."

In 1998 and 1999, the MDEQ issued 3 letters of violation to our Grand
Rapids, Michigan facility, alleging violations of certain emission limitations
and coating solvent content requirements of the facility's state air use permit.
We are presently reviewing and discussing the alleged violations with the MDEQ,
and it is possible that some may be the result of computation and reporting
discrepancies. We are evaluating alternative coatings that may address any
unresolved violations. It is possible that the MDEQ may seek administrative
penalties in connection with the resolution of these matters. We do not believe
that the amount of those penalties, if any, will have a material adverse effect
on our operations, or that the resolution of these matters will require material
capital expenditures, although there can be no assurance that such will not be
the case.

The New Hampshire Department of Environmental Services ("NHDES") is
currently undertaking an evaluation of certain modifications made in the early
1990's to the paint lines at our Seabrook, New Hampshire facility to determine
whether those changes made that facility subject to new source review. The
outcome of that evaluation cannot reasonably be predicted or estimated at this
time. If the NHDES concludes that the facility is subject to new source review,
it would likely require the installation of emission control equipment and
potentially other capital and operational expenditures, and could possibly give
rise to enforcement proceedings against the facility. While we do not believe
that any of the foregoing would have a material adverse effect on our
operations, there can be no assurance that such will not be the case.

In connection with the Acquisition, Venture conducted an environmental due
diligence assessment of the 16 primary Peguform manufacturing facilities in
Europe, Mexico and South America. That assessment identified various potential
environmental compliance and contamination issues that may require expenditures
to satisfy and ensure compliance with applicable regulatory standards and
requirements (defined as "Known Conditions" under the definitive agreement with
Klockner Mercator Maschinenbau GmbH). Under the terms of the definitive
agreement with Klockner Mercator Maschinenbau GmbH, they are obligated to
indemnify us, on a sliding, diminishing scale over a 7 year period, for certain
costs we incur in connection with the Known Conditions in excess of DEM 7.5
million, and in excess of DEM 6.0 million with respect to environmental
conditions other than the Known Conditions. We do not believe that

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any expenditures we may be required to make in connection with the Known
Conditions or other environmental issues arising out of the Acquisition will
have a material adverse effect on our operations, although there can be no
assurance that such will not be the case.

We have been notified of our status as a potentially responsible party
("PRP") at the ReSolve Superfund site in North Dartmouth, Massachusetts, the
Solvents Recovery Services site in Southington, Connecticut, the Old Southington
Landfill Superfund site in Southington, Connecticut, the Spectron, Inc. site in
Elkton, Maryland, and the Hazardous Waste Disposal Inc. site in Farmingdale, New
York. At all 5 sites, the Company and all other PRPs are jointly and severally
liable for all remediation costs under applicable hazardous waste laws.
Therefore, our proportionate share is subject to increase upon the insolvency of
other PRPs.

With respect to the ReSolve site, we have been named, along with Bailey's
immediate predecessor, USM Corporation's Bailey division (in the name of Emhart
Corporation), as a PRP for wastes sent to the site during the 1970s. Recent
estimates provided by the PRP group responsible for the site's remediation
indicate that our potential liability for clean-up efforts at the site is
approximately $0.4 million for which we are fully reserved and have posted a
letter of credit in favor of the PRP group. The discovery of the presence of
contaminants in a form not currently susceptible of short-term remediation,
however, has created uncertainty about the future scope and cost of clean-up
efforts at this site, and a possibility that the ultimate cost of remediation
may be higher than previously estimated. We are unable to predict what, if any,
effect this recent discovery may have on us.

On June 18, 1992, we received notice from the EPA that we were a PRP under
the federal Superfund law with respect to the Solvents Recovery Services of New
England Site in Southington, Connecticut (the "SRSNE Site"). Based upon a
volumetric ranking dated July 7, 1993, the waste allocated to us represented
0.11593% of the total identified waste at the SRSNE Site. Under the terms of a
settlement with Emhart, we agreed to assume liability for wastes sent to the
SRSNE Site by the Seabrook, New Hampshire facility and Emhart agreed to assume
liability for wastes sent by USM's Amesbury, Massachusetts facility. The
identified PRPs have organized a group to negotiate with the EPA, and we have
joined that group. The group has successfully negotiated with the EPA to reduce
the total estimated cost of the initial removal action at the SRSNE Site from an
original estimate of $14 million down to a current estimate of approximately
$4.0 million. The total estimated cost of long-term remediation at the SRSNE
Site is not yet known.

In January 1994, we received a Notice of Potential Liability for the Old
Southington Landfill Superfund Site (the "OSL Site") located in Southington,
Connecticut. We received notice, along with USM/Emhart, of liability for the
share of OSL Site costs allocated to USM Corporation (Amesbury, Massachusetts).
We entered into a settlement agreement with Emhart under which Emhart will
assume sole responsibility for all cleanup costs, imposed by the EPA, arising
out of the alleged liabilities of USM Corporation's Bailey division (Amesbury,
Massachusetts) for the OSL Site.

In June 1989, the EPA notified us that we were a PRP under the federal
Superfund law for the Spectron, Inc. site located in Elkton, Maryland. A group
of PRPs entered into agreements with the EPA to fund and conduct a $2.8 million
emergency response action to remove stored wastes at the site and pay the
government's past costs associated with the site, approximately $635,000. There
are several thousand PRPs at this site, with most being small generators with
low dollar exposure. In December 1989, nearly 800 entities, including the
Company, that sent small quantities of waste to the site participated on a cash-
out basis in the settlement for past costs and the removal action, and our
allocated share was approximately $8,100. Participation in the cash-out
settlement gives us protection against contribution claims from third parties
for the first phase of the site cleanup ("Phase 1").

In August 1990, a separate PRP group ("Phase II PRP Group") was formed and
negotiated an agreement with the EPA to remediate contaminated seeps on the site
and perform a limited privately-funded remedial investigation/feasibility study
for the site (the so-called Phase II activities). We were not asked to join the
Phase II PRP Group because that group determined that the companies that paid
for Phase I of the cleanup would not be asked to make any financial
contributions toward Phase II until the
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other customers have paid out an amount per gallon equal to that paid by the
Phase I parties. An additional investigation was conducted as part of the Phase
II activities to determine the nature and extent of a new form of contamination
discovered on the site; additional design work will be commenced soon.

In October 1995, we received a notice from the EPA that we were PRP that
has liability for conducting a Remedial Investigation/Feasibility Study
("RI/FS") at the Spectron site. In connection with this, we may have an
opportunity to enter into a de minimis party cash out settlement with the EPA
and the other PRPs, the terms of which currently are being negotiated. No
estimate can be made at this time as to the amount of the Company's liability at
the Spectron site.

In 1995, the New York Department of Environmental Conservation notified us,
as well as a number of other parties, that we were named a responsible party
under the Environmental Conservation Law of the State of New York with respect
to the Hazardous Waste Disposal, Inc. site located in Farmingdale, New York.
Based on available information, our involvement at the site appears to be
related to the shipment of 2 drums of waste materials to the site, and
consequently minimal. Additional investigations have been undertaken to
determine: (1) whether there are any other entities that shipped wastes to the
site; and (2) whether any of the named parties actually shipped more than was
originally attributed to them. The results to date do not suggest that our
ranking at the site will change significantly. We have demanded that Emhart
Corporation assume the defense of this claim. Emhart Corporation has taken our
demand for a defense and indemnification under advisement. In doing so, Emhart
Corporation has taken the position that it did not receive "prompt written
notice" of the claim.

We also face the possibility of liability if we are deemed a successor to
TransPlastics with respect to wastes generated and disposed of by TransPlastics
when it owned the Conneaut property. TransPlastics has been identified as a PRP
at the Millcreek site in Millcreek Township, Pennsylvania, and at the New Lyme
Site located in Dodgeville, Ashtabula County, Ohio, and at the Huth Oil Site in
Cleveland, Ohio, 3 sites currently undergoing remediation. We also received
notices from third parties regarding potential claims in connection with the
Huth Oil Site and the Millcreek site. We did not agree to assume any
environmental liabilities of TransPlastics and, as a result, submitted claims
for indemnification for these matters to TransPlastics, which liabilities
TransPlastics has accepted. Under the terms of the Conneaut Acquisition
agreement, TransPlastics and its parent companies must indemnify us for any
liability arising out of any such claim. Nevertheless, there can be no assurance
that TransPlastics and its parent companies will have sufficient assets to
satisfy our potential liability for the remediation and any associated damage or
cost caused by the contamination.

We also face potential liability at our Hillsdale, Michigan facility in
connection with an acquisition made by Bailey prior to our acquisition of Bailey
(the "Boler Acquisition"). An environmental site assessment completed by The
Boler Company ("Boler") determined that the ground water at the Hillsdale
facility was contaminated with chlorinated solvents as a result of Boler's past
site activities. The ground water contamination plume has migrated onto adjacent
properties. In addition, the company from which Boler acquired the Hillsdale
site is listed as a PRP for a number of off-site disposal locations. The Boler
Acquisition Purchase and Sale Agreement requires Boler to indemnify us for any
environmental liabilities which arise in connection with use of the property
prior to closing. In addition, Boler has executed a remediation agreement in
which it agreed to remediate, at its own expense, the identified ground water
contamination at the Hillsdale facility. Boler is currently conducting the
remediation at that facility. If Boler has insufficient resources to complete
remediation of any contamination for which it has indemnified us or otherwise
becomes insolvent, we could incur successor liability for the costs of
remediation and any damages to third parties.

We also have potential liability in connection with contamination at
certain property in Cuba, Missouri, which had been leased by Bailey prior to our
acquisition of Bailey. The landlord has undertaken to remediate this property at
its own expense. We have negotiated the termination of all of our obligations
with respect to the lease.

As a result of the environmental investigation conducted as part of its due
diligence during the acquisition of the three Premix/E.M.S. Inc. facilities
prior to our acquisition of Bailey, Bailey identified a
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number of environmental concerns. Premix/E.M.S. Inc., as part of the acquisition
agreement, agreed to pursue and address these concerns, most of which it has
completed. Pursuant to the acquisition agreement, we performed certain
post-acquisition investigations which appeared to confirm the presence of
subsurface contamination, of which we have informed Premix/E.M.S. Inc. Under the
acquisition agreement, Premix/E.M.S. Inc. is obligated to undertake necessary
remediation of this problem, if in fact any is required. Premix/E.M.S. Inc. is
currently conducting the remediation at the Portland, Indiana facility.
Premix/E.M.S. Inc. has entered into an Environmental Indemnification Agreement
for our benefit. There is a pending dispute with Premix/E.M.S., Inc. as to
whether there is a $3.0 million or $6.0 million limit on indemnification under
this agreement. The shareholders of Premix/E.M.S. Inc. have also severally
undertaken to reimburse us in certain limited circumstances, to the extent of
distributions received by them from Premix/E.M.S. Inc., and to the extent that
Premix/E.M.S. Inc. does not directly satisfy its indemnification obligations.

Estimates of the future cost of such environmental matters are necessarily
imprecise due to numerous uncertainties, including the enactment of new laws and
regulations, the development and application of new technologies, the
identification of new sites for which we may have remediation responsibility and
the apportionment and collectibility of remediation costs among responsible
parties. We establish reserves for these environmental matters when the loss is
probable and reasonably estimable. At December 31, 1998 and 1997, Venture had a
reserve of approximately $1.3 million and $1.3 million, respectively, to address
the issues discussed above and for compliance monitoring activities that may be
incurred. We periodically evaluate and revise estimates for environmental
reserves based upon expenditures against established reserves and the
availability of additional information. It is possible that final resolution of
some of these matters may require us to make expenditures in excess of
established reserves, over an extended period of time and in a range of amounts
that cannot be reasonably estimated. Although the ultimate cost of resolving
these matters could not be precisely determined at December 31, 1998, we
believe, based on currently known facts and circumstances, that the disposition
of these matters will not have a material adverse effect on our consolidated
financial position and results of operations.

LEGAL PROCEEDINGS

On February 23, 1998, the Attorney General of the State of Michigan and the
MDEQ instituted legal proceedings in state court alleging that we had violated
current permits regarding the level of emissions and odors discharged from our
Grand Blanc paint facility. These proceedings seek and may result in the
imposition of civil penalties of up to $10,000 per day; the total amount is not
reasonably estimable given the current status of the proceedings. Emission
levels are being evaluated as part of the proceedings, and it is possible that
we may be required to make capital expenditures of $2.0 million to $5.0 million
to the current systems to come into compliance. During the first quarter of
1999, the U.S. Environmental Protection Agency issued a notice of violation and
has taken an active role in monitoring these legal proceedings and may take
action separate and distinct from the legal proceedings begun by the State of
Michigan and the MDEQ.

In addition to the environmental matters described above and under
"Business -- Environmental Matters," we are a party to several legal proceedings
incidental to the conduct of our business. We do not believe that any of these
actions, individually or in the aggregate, will have a material adverse effect
on our financial condition or results of operations.

ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act, and
in accordance therewith file periodic reports and other information with the
SEC. Reports and other information filed by us with the SEC can be inspected and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Information on the operation of the Public Reference Room is
available from the SEC at 1-800-SEC-0330. In addition, the SEC maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of such Web site is: http://www.sec.gov.

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In the event we cease to be subject to the informational requirements of
the Exchange Act, we will be required under the indentures governing the Notes
to continue to file with the SEC the annual and quarterly reports, information,
documents or other reports, including, without limitation, reports on Forms
10-K, 10-Q and 8-K, which would be required pursuant to the informational
requirements of the Exchange Act. We will also furnish such other reports as may
be required by law. In addition, for so long as any of the Notes are restricted
securities within the meaning of Rule 144(a)(3) under the Securities Act, we
have agreed to make available to any prospective purchaser of the Notes or
beneficial owner of the Notes, in connection with any sale thereof, the
information required by Rule 144A(d)(4) under the Securities Act.

We are not required to send annual reports to security holders under the
SEC's proxy rules or regulations. We will provide the Trustee with reports,
including reports on Forms 10-K (including audited financial statements), 10-Q
and 8-K, pursuant to the terms of the indentures governing the Notes.

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MANAGEMENT

EXECUTIVE MANAGEMENT

The following individuals are our Executive Managers, having the
operational titles set forth opposite their names. Because of its trust
structure, the Trust does not have executive officers or directors, although the
Special Advisor to the Trust, acting through the Trustee, has the authority to
designate individuals from time-to-time to act as officers as to particular
matters. Messrs. Winget, Schutz and Torakis serve as the directors of the Trust
and each guarantor of the Notes. Mr. Winget and Stephen M. Cheifetz serve as the
directors of Venture Canada. Mr. Butler is a director of Venture Holdings
Corporation only.

NAME AGE POSITION
---- --- --------

Larry J. Winget........................... 56 Chairman of the Board and Chief Executive
Officer
Larry J. Winget, Jr. ..................... 38 Chairman of Peguform GmbH and Executive
Vice President-Manufacturing of Venture
Holdings Trust
A. James Schutz........................... 53 Vice Chairman
Michael G. Torakis........................ 42 President of Venture Holdings Trust and
Peguform GmbH
Robert Wedge.............................. 61 President of Mold & Engineering Operations
James E. Butler, Jr. ..................... 46 Chief Financial Officer, Executive Vice
President and Secretary
Charles Hunter............................ 46 Executive Vice President-Engineering
Michael Juras............................. 57 Executive Vice President-Advanced
Engineering and Marketing
Patricia A. Stephens...................... 52 Executive Vice President-Purchasing
Joseph R. Tignanelli...................... 37 Executive Vice President-Interior
Operations
David Voita............................... 58 Executive Vice President-Manufacturing
Warren Brown.............................. 55 Vice President-Exterior Operations
Gary Woodall.............................. 56 Vice President-Interior Operations and
General Motors Customer Executive
Werner Deggim............................. 48 Senior Vice President-Peguform GmbH
Gerhard Ruf............................... 44 Vice President-Operations, Logistics and
Process Engineering-Peguform GmbH
Dieter Belle.............................. 43 Vice President-Finance, Controlling,
Purchasing and Human Resources-Peguform
GmbH

Larry J. Winget was one of the five original founders and shareholders of
Venture Industries Corporation and is the only one still involved with us. Since
1987 he has owned 100% of the Company and is currently the sole beneficiary of
the Trust.

Larry J. Winget, Jr., Larry J. Winget's son, has been employed by us in
various positions since 1976, including Molding Plant Manager of Vemco, Inc.
from 1988 until 1990, Assistant Manager of Vemco, Inc. from 1990 until 1993, and
Vice President and General Manager of Vemco, Inc. until being named to his
present position with the Trust in April of 1995. In December of 1997 he assumed
the additional role of leading all manufacturing operations. Upon consummation
of the Acquisition, Mr. Winget will become Chairman of Peguform GmbH.

A. James Schutz assumed the position of Vice Chairman in October 1997 and
had been Executive Vice President since 1987. He has been in the injection
molding business for 25 years.

Michael G. Torakis joined us in 1985 and has been President of the Trust
since 1995. Mr. Torakis will become President of Peguform GmbH upon consummation
of the Acquisition. He previously served as Treasurer and Chief Financial
Officer of the Trust and in various other capacities with the Company, including
Executive Vice President.
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Robert Wedge joined us in November 1984 as Plant Manager, became Vice
President and General Manager of Venture Mold & Engineering in December 1993 and
assumed his present position in April of 1995. Mr. Wedge has 35 years of mold
building experience.

James E. Butler became Chief Financial Officer of the Company in 1999. He
joined us in 1994 and assumed the position of Executive Vice President-Finance
and Secretary in April of 1995. From 1981 until joining the Company, Mr. Butler
was employed by Coopers & Lybrand L.L.P., a certified public accounting firm.

Charles Hunter has been with us since 1989 and has held a number of
different positions with us involving mold building, design engineering and
prototype operations. He currently oversees worldwide design and advanced
engineering operations.

Michael Juras joined us in his current position in January 1997. Prior to
joining us, Mr. Juras had spent 30 years in various product and manufacturing
positions with General Motors, with his last position as Director of Engineering
Mid-Size Cars.

Patricia A. Stephens joined us in 1993 and has held positions involving
program management, contract administration and purchasing. She previously had
been employed for 23 years by General Motors, her last position being purchasing
agent.

Joseph R. Tignanelli, Larry J. Winget's son-in-law, has been employed by us
in several positions since 1980, including Molding Manager for Venture
Industries Corporation - Groesbeck plant from 1985 until 1990, Assistant Manager
of Venture Industries Corporation from 1990 until 1993, Vice President of
Venture Industries until October of 1995, and Executive Vice President-Customer
Services until December 1997, when he assumed his current position.

David Voita has been employed by us in various manufacturing positions
since 1995, after a 33-year career with Ford Motor Company. Mr. Voita's last
position at Ford was that of Plant Manager for the Plastic and Trim Division,
where he managed a 1.2 million square foot, 1,300 employee facility.

Warren Brown joined us in 1993 as Vice President-Mergers and Acquisitions
and assumed his current position in 1999. Prior to joining us, Mr. Brown was
employed for eight years as Chief Operating Officer of Autodie Corporation. He
has over 30 years experience in the automotive supplier industry.

Gary Woodall joined us on April 1, 1999 as Vice President of Interior
Operations and General Motors Customer Executive. Mr. Woodall had previously
been employed by General Motors Corporation for over 35 years. Mr. Woodall's
last position with General Motors was as General Director of Products,
Manufacturing and Process Engineering. Prior to holding that position, Mr.
Woodall served as General Director of Operations, and was responsible for
General Motors' North American interior automotive component manufacturing.

Werner Deggim became a member of the Management Board of Peguform GmbH in
1994, in charge of Sales, Development and Research, until being named to his
present position in 1998. For 5 years prior to joining Peguform Mr. Deggim was
President of Kautex North America, located in Windsor, Ontario Canada.

Gerhard Ruf served as plant manager of Peguform GmbH's plant in Neustadt,
Germany from 1994 to 1997. In 1997, Mr. Ruf assumed the position of Vice
President for Operations of Peguform GmbH. Mr. Ruf has been in his present
position since January 1998. Prior to joining Peguform, Mr. Ruf was employed for
8 years by Sommer Allibert as production and plant manager at their Sontra,
Germany facility.

Dieter Belle joined Peguform GmbH as Vice President-Finance, Controlling
and Purchasing in 1995. In April 1998 he assumed responsibility for human
resources. Prior to joining Peguform, Mr. Belle served as Director of
Controlling for Felten & Guilleaume from 1990 to 1995.

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Stephen M. Cheifetz, 43, is a partner of Corrent and Macri and has served
as partner of this firm for less than 1 year. Prior to joining his current firm,
he was a partner with Wilson, Walker, Hochberg, Slopen, a Windsor, Ontario law
firm, and served as a partner of that firm for over five years.

EXECUTIVE COMPENSATION

The following Summary Compensation Tables sets forth compensation paid for
the years ended December 31, 1998, 1997 and 1996, respectively, to those persons
who were, at such date, the chief executive officer of the Company and four
other executive officers who received more than $100,000 in compensation during
such year (collectively, the "Named Officers") for services in all capacities to
us.

SUMMARY COMPENSATION TABLE(1)

NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY($)(2) BONUS($) COMPENSATION(3) COMPENSATION(4)
------------------ ---- ------------ -------- --------------- ---------------

Larry J. Winget.................... 1998 $526,503 -- $542,872 $366,063
Chairman of the Board and 1997 527,657 -- 478,945 277,347
Chief Executive Officer 1996 513,820 -- 675,799 250,807
A. James Schutz.................... 1998 $238,856 $ 41,760 -- $ 5,100
Executive Vice President 1997 237,150 41,760 -- 4,800
1996 231,491 41,760 -- 4,800
Michael G. Torakis................. 1998 $268,834 -- -- $ 5,100
President and Chief Financial 1997 263,819 -- -- 4,800
Officer 1996 257,615 250,000 -- 4,800
Larry J. Winget, Jr................ 1998 $219,224 -- -- $ 5,100
Executive Vice President 1997 220,938 -- -- 4,275
1996 216,034 -- -- 3,950
Joseph R. Tignanelli............... 1998 $198,039 -- -- $ 4,850
Executive Vice President 1997 192,428 -- -- 4,800
1996 189,084 -- -- 4,800

- ------------
(1) The compensation described in this table does not include benefits under
group plans which do not discriminate in scope, terms or operation in favor
of the Named Officers and that are generally available to all salaried
employees, and certain perquisites and personal benefits received by the
Named Officers, where such perquisites do not exceed the lesser of $50,000
or 10% of such officer's salary and bonus.

(2) Includes salary reductions made under Venture's 401(k) Plan and Venture's
Cafeteria Benefit Plan.

(3) The amount indicated for Mr. Winget represents compensation in lieu of a
distribution of Trust principal equal to taxes incurred by the beneficiary
as a result of activities of the Trust's subsidiaries which have elected "S"
corporation status under the Code or are LLCs (taxed as partnerships). See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

(4) "All Other Compensation" is comprised of: (1) a contribution made by Venture
to the accounts of each of the Named Officers under Venture's 401(k) Plan;
(2) the incremental cost to Venture of additional premiums for term life
insurance benefits for the Named Officers which are not generally available
to the other salaried employees of Venture, and (3) with respect to Mr.
Winget, the portion of the premium paid by Venture under a life insurance
policy (the "Reverse Split Dollar Policy") attributable to the build-up of
the cash surrender value of the policy, which aggregated $1,672,705,
$1,311,742 and $1,039,195 at December 31, 1998, 1997 and 1996, respectively,
and is owned by Mr. Winget. The beneficiary of the term insurance portion of
the Reverse Split Dollar Policy is Venture, which pays all premiums due
under the policy and is entitled to receive a $20.0 million benefit in the
event of Mr. Winget's death. Mr. Winget has the right to designate the
distribution of

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the cash surrender value and may, prior to his death, surrender the policy
in cancellation thereof and receive the benefit of the cash surrender value.

See the table below for complete details concerning all other compensation.

REVERSE
TERM LIFE SPLIT DOLLAR
NAME AND YEAR 401(K) INSURANCE POLICY TOTAL
------------- ------ --------- ------------ -----

Winget
1998................................. $4,800 $300 $360,963 $366,063
1997................................. 4,500 300 272,547 277,347
1996................................. 4,500 300 246,007 250,807
Schutz
1998................................. $4,800 $300 -- $ 5,100
1997................................. 4,500 300 -- 4,800
1996................................. 4,500 300 -- 4,800
Torakis
1998................................. $4,800 $300 -- $ 5,100
1997................................. 4,500 300 -- 4,800
1996................................. 4,500 300 -- 4,800
Winget, Jr.
1998................................. $4,800 $300 -- $ 5,100
1997................................. 3,975 300 -- 4,275
1996................................. 3,650 300 -- 3,950
Tignanelli
1998................................. $4,550 $300 -- $ 4,850
1997................................. 4,500 300 -- 4,800
1996................................. 4,500 300 -- 4,800

COMPENSATION OF DIRECTORS

Messrs. Winget, Schutz, Torakis and Butler serve as the directors of the
Trust and each guarantor of the Notes and do not receive any additional
compensation or fees for their service to us in such capacities. Mr. Cheifetz
does not receive compensation for acting as a director of Venture Canada;
however, the law firm of which he is a partner acts as counsel to Venture
Canada.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All of the Named Officers' compensation for the year ended December 31,
1998 was paid by Experience Management LLC. Messrs. Winget and Torakis, in their
capacities as directors, participated in the deliberations concerning executive
compensation. In addition, some of the Named Officers have engaged in certain
transactions with Venture. See "Certain Transactions."

OPTIONS

None of the Named Officers hold any options to acquire stock of the
subsidiaries of the Trust or were granted any such options in the 1998 fiscal
year.

STOCK OWNERSHIP

The Trust owns, directly or indirectly, all of the outstanding capital
stock of, or equity interests in, its subsidiaries, except for its Mexican (70%
owned) and Spanish (50% owned) joint ventures. Mr. Winget is the sole
beneficiary of the Trust. Mr. Winget's address is c/o Venture Holdings Trust,
33662 James J. Pompo Drive, Fraser, Michigan 48026.

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CERTAIN TRANSACTIONS

In addition to making distributions to Mr. Winget as sole beneficiary of
the Trust and compensating him in his capacity as an Executive Manager of the
Company, Venture has maintained business relationships and engaged in certain
transactions with Mr. Winget and certain companies owned or controlled by him
(each an "affiliate" and collectively, the "affiliates") as described below.
Since we operate for the benefit of Mr. Winget as sole beneficiary of the Trust,
the terms of these transactions are not the result of arms'-length bargaining;
however, we believe that such transactions are on terms no less favorable to us
than would be obtained if such transactions or arrangements were arms'-length
transactions with non-affiliated persons.

Pursuant to the indentures governing the Notes and the indenture governing
the Existing Senior Notes, the Trust, each issuer of the Existing Senior Notes
and each guarantor of each of the Existing Senior Notes and the Notes is
required to maintain a Fairness Committee, at least one of whose members is
independent, which approves the terms and conditions of certain transactions
between the Company and our affiliates and participates in decisions concerning
whether certain corporate opportunities will be pursued by us. Venture has
complied with such requirement since the date of the issuance of the Existing
Senior Subordinated Notes for transactions initiated after such date. The
indentures also contain restrictions on distributions to Mr. Winget and other
restrictions on transactions with affiliates, including the Corporate
Opportunity Agreement. The Corporate Opportunity Agreement, entered into in
connection with the issuance of the Existing Senior Subordinated Notes, requires
Mr. Winget to offer to us certain corporate opportunities which relate to our
business before he may pursue such opportunities outside the Company. See
"Description of Notes."

FACILITIES AND EQUIPMENT

We lease, or have arranged for the usage of, certain facilities, machinery
and equipment that are owned by affiliates, as set forth below. We believe that
the lease and usage agreements are based on the fair market value of the
facilities, machinery and equipment at the inception of the agreements. Venture
has made significant capital improvements to these properties. Venture has
accounted for such improvements as leasehold improvements. At the conclusion of
the applicable lease or usage agreement, the benefits of such improvements inure
to the benefit of the lessor.

Venture Real Estate, Inc., a corporation wholly owned by Mr. Winget's
living trust since 1988, leases two separate injection molding buildings to us
in our Malyn Complex, and our Commerce Mold Shop. Starting in 1996, the Redford
facility, and in 1998 the Almont II facility, were also leased to us by Venture
Real Estate, Inc. Amounts paid to Venture Real Estate, Inc. and a predecessor
affiliate were approximately $0.8 million, $1.0 million and $0.8 million for the
years ended December 31, 1996, 1997 and 1998, respectively.

Deluxe Pattern Corporation ("Deluxe"), a corporation wholly owned by Mr.
Winget's living trust since 1989, provides an advanced design, model and
tool-building facility, and is engaged in the business of providing design and
model and tool-building services to us and to customers unaffiliated with us.
Since July, 1992, Venture has occupied and staffed the Deluxe facility pursuant
to a usage agreement. Venture paid Deluxe usage fees of $0.4 million for each of
the years ended December 31, 1996, 1997 and 1998. Such fees are based upon the
amount of time the facility and advanced equipment housed there are made
available to us. In addition to the usage fees, Venture paid Deluxe $4.3
million, $9.2 million and $6.6 million for the years ended December 31, 1996,
1997 and 1998, respectively, for the purchase of goods and services and
equipment at net book value. Deluxe does not directly employ its own workforce,
but rather, our employees are made available to Deluxe on an as needed basis,
for which Deluxe pays us a fee. During the years ended December 31, 1996, 1997
and 1998, Venture made sales to Deluxe of $1.1 million each year, and Deluxe
paid Venture $9.6 million, $4.6 million and $17.3 million, respectively, for
time spent by Venture's employees on Deluxe business.

Harper Properties of Clinton Township Limited Partnership ("Harper
Properties") leases its Harper facility to us pursuant to an operating lease
which terminates on June 7, 1999 (the "Harper Lease").
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Realven Corporation ("Realven") leases the machinery and equipment located at
the Harper facility to us pursuant to an operating lease which also terminates
on June 7, 1999 (the "Realven Lease"). Both leases are expected to be renewed
prior to the termination date. Harper Properties is a limited partnership in
which the living trusts of Mr. Winget and his wife, Alicia, and an affiliated
company are the general partners and Mr. Winget, members of his family, A. James
Schutz, an Executive Manager of the Company, and Michael G. Torakis, an
Executive Manager of the Company, are the limited partners. Realven is a
corporation wholly owned by Mr. Winget and his wife, Alicia. The Harper Lease
provides for semi-annual lease payments. Harper Properties and Realven have the
right to require us to enter into negotiations regarding an increase in the
lease payments under the Harper Lease and the Realven Lease, so that lease
payments under these leases will reflect all expenses to Harper Properties,
Realven and their owners. Venture has made several improvements to the Harper
facility and the machinery and equipment leased from Realven, and has accounted
for them as leasehold improvements. At the termination of the Harper and Realven
Leases, Harper Properties and Realven, respectively, will retain the value, if
any, of the leasehold improvements. Venture paid Harper Properties $1.7 million
in each of the years ended December 31, 1996, 1997 and 1998, respectively, under
the Harper Lease. Venture paid Realven $0.4 million in each of the years ended
December 31, 1996, 1997 and 1998, respectively, under the Realven Lease.

Mr. Winget has since 1991 allowed Venture to use approximately 12 molding
machines pursuant to the terms of usage agreements. In January of 1994, Mr.
Winget leased 28 additional injection molding machines to Venture as part of the
expansions of the Harper and Groesbeck facilities. Mr. Winget also leases
certain injection molding equipment to us. In February of 1995, Mr. Winget
contributed and assigned his interests in the leases to the various injection
molding machines and equipment to a new entity, Venture Heavy Machinery Limited
Liability Company. Venture paid Venture Heavy Machinery Limited Liability
Company $1.8 million in each of the years ended December 31, 1996, 1997 and
1998, respectively, under the usage agreements.

Venture Real Estate Acquisition Company and Venture Equipment Acquisition
Company, each wholly owned by Mr. Winget's living trust, acquired a 176,000
square foot injection molding facility and the machinery and equipment located
therein (including 35 molding machines), on February 4, 1994. Venture entered
into usage agreements for such facility (the Masonic facility), machinery and
equipment, the terms of which were reviewed and approved by the Fairness
Committee. During 1996, 1997 and 1998 Venture paid $1.3 million, $1.3 million
and $1.3 million, respectively, to Venture Real Estate Acquisition Company and
Venture Equipment Acquisition Company pursuant to these agreements.

BUSINESS RELATIONSHIPS

We maintain ongoing business relationships with affiliates, as set forth
below:

Nova Corporation ("Nova") is a corporation in which Windall Industries, a
corporation in which Mr. Winget owns a 49% equity interest and a former
Executive Manager of Venture owns the controlling 51% interest. Nova is a
successor to Windall Industries' business. Nova supplies us with certain small
parts or components of large assemblies that are sold to our customers. Venture
paid Nova $2.3 million, $1.0 million and $1.5 million for the years ended
December 31, 1996, 1997 and 1998, respectively. In connection with this
relationship, Venture has provided Nova with various raw materials at cost and
received commission income, for which Nova paid Venture $0.8 million, $0.3
million and $0.4 million in the years ended December 31, 1996, 1997 and 1998,
respectively. Nova sells products to other customers besides us, and has and
will compete with us for certain contracts. Nova paid Venture $0.2 million each
year pursuant to machinery and equipment operating leases for each of the years
ended December 31, 1996, 1997 and 1998. Venture paid Windall Industries usage
fees of $80,000 in each of the years ended December 31, 1996, 1997 and 1998.

Venture Sales and Engineering ("VS&E") and Venture Foreign Sales
Corporation ("VFS"), corporations wholly owned by Mr. Winget, serve as our
outside sales agencies for sales of products manufactured at our Vemco, Inc.,
Venture Industries and Venture Grand Rapids facilities. Currently, we

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pay VS&E and VFS, in the aggregate, a sales commission of 3% on all production
sales. Venture paid VS&E, $6.4 million, $7.3 million and $10.4 million in the
years ended December 31, 1996, 1997 and 1998, respectively. Venture made no
payments to VFS in the years ended December 31, 1996, 1997 and 1998. VS&E has
conducted sales and marketing activities around the world for us and has been
advanced certain funds in order to carry on that work on our behalf.

VAC has, since 1991, performed sequencing and value-added assembly of parts
manufactured at our Grand Blanc facility. Venture paid VAC $3.3 million in the
year ended December 31, 1996 under this arrangement. During the years ended
December 31, 1996 Venture made sales to VAC of $69,000. Beginning October 1,
1996 the manufacturing services previously provided by VAC have been contracted
to MAST Services LLC, a company in which N. Matthew Winget, Mr. Winget's son,
owned a minority interest until the fourth quarter of 1998. Services for the
period ending December 31, 1996 were $0.3 million, and for the years ended
December 31, 1997 and 1998 were $2.7 million and $2.3 million, respectively.

MANAGEMENT SERVICES

Venture Service Company ("Venture Service") provides administrative
services and insurance to Deluxe, Windall Industries, VS&E and VAC. Deluxe,
Windall Industries, VS&E and VAC paid us $1.8 million and $0.2 million in the
years ended December 31, 1996 and 1997, respectively. No amounts were paid in
1998.

Venture provided Venture Asia Pacific Pty. Ltd. and its subsidiaries
("VAP") with management and sales services, for which they paid Venture $5.1
million, $4.0 million and $4.5 million for 1996, 1997 and 1998, respectively. In
addition, VAP also reimbursed Venture for certain other expenditures made on its
behalf and assigned certain tooling contracts to Venture.

Pompo Insurance & Indemnity Company Ltd. ("Pompo"), a Barbados corporation
indirectly wholly owned by Mr. Winget, was incorporated in 1992 under the
Barbados Exempt Insurance Act. We purchase insurance from Pompo to cover certain
medical claims by our employees and certain workers compensation claims. Venture
has accounted for this arrangement using the deposit method wherein the full
amount of the estimated liability for such claims is recorded in other
liabilities and the premiums paid to Pompo are recorded in other assets until
such time that the claims are settled. We remain primarily liable for any
amounts in excess of insurance coverage or any amounts not paid by Pompo under
these coverages. If a liability is settled for less than the amount of the
premium paid to Pompo, a portion of the excess is available as a premium credit
on future insurance. No amounts were paid in 1996 or 1997. In 1998 Venture paid
Pompo $0.6 million in premiums. Venture received and utilized premium credits of
$0.2 million and $0.7 million, respectively for 1996 and 1998. No premium
credits were utilized in 1997.

OTHER

From time to time, we pay certain expenses on behalf of Mr. Winget which he
is obligated to repay to us. Such amounts payable by Mr. Winget do not bear
interest and are payable on demand. Mr. Winget was not indebted to Venture for
such expenses at December 31, 1996 or 1997. At December 31, 1998, Mr. Winget's
indebtedness to Venture for such expenses was $867,000. The highest amount of
such indebtedness outstanding at any one time during such periods was $867,000.
Such indebtedness was repaid in its entirety in the first quarter of 1999.

Mr. Winget and his wife, Alicia, own the Acropolis Resort, which consists
of several separate units and a lodge near Gaylord, Michigan, a resort community
north of Detroit. We lease this facility from Mr. Winget primarily for use by
our employees, who are permitted to use the facility on an availability basis.
Cumulative leasehold improvements to this facility through December 31, 1998
aggregate $0.3 million. Our lease obligation to Mr. Winget is based upon the
actual use of the facility by our employees, provided that we are required to
pay for the use of 500 room nights per calendar year (approximately $25,000)
whether or not such rooms are rented. Venture paid Mr. Winget $80,000,

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$50,000 and $90,000 in the years ended December 31, 1996, 1997 and 1998,
respectively, under this arrangement.

Farm and Country Real Estate Company ("Farm and Country"), a corporation
wholly owned by Mr. Winget, leases to us approximately 84 acres of undeveloped
land adjacent to our Grand Blanc facility on a month-to-month basis. This lease
provides for monthly rental payments of $16,100. Rent paid in 1996, 1997 and
1998 was $0.2 million in each year.

Mr. Winget and Patent Holdings, Inc., a corporation wholly owned by Mr.
Winget, have granted to us non-exclusive, royalty free licenses to certain
patents which have been issued under applications filed by Mr. Winget, as
assignee. Mr. Winget and the affiliated companies also generally permit us to
utilize proprietary technologies or processes, such as REAP, which are developed
by Deluxe and the affiliated companies. The licenses are perpetual, but provide
that the licensor may negotiate a reasonable royalty in the event that Mr.
Winget or an Excluded Person (as defined in the indenture relating to the
Existing Senior Notes) no longer owns at least 80% of the beneficial interest of
the Trust.

On July 1, 1996, Venture Industries Corporation and its affiliated
companies (not including the Trust or Venture Canada) (the "Venture
Guarantors"), along with VIC Management, L.L.C. ("VIC"), a limited liability
company wholly owned, directly or indirectly, by Mr. Winget, entered into an
agreement guaranteeing up to $3.5 million of the obligations of Atlantic
Automotive Components, L.L.C. ("Atlantic") to RIC Management Corp. ("RIC"). This
guarantee is one of a series of transactions whereby VIC acquired RIC's minority
interest in Atlantic. Deluxe agreed to fully indemnify the Venture Guarantors
for all amounts paid under the guarantee.

THE TRUST

Venture Holdings Trust was established December 28, 1987 by Mr. Winget by
agreement (the "Trust Agreement") with a financial institution as Trustee.
Effective October 19, 1993, Mr. Winget assumed the duties of sole Trustee (the
"Trustee"). Mr. Winget is the sole beneficiary of the Trust.

The Trust owns, directly or indirectly, all of the outstanding capital
stock of, or equity interests in, each of its domestic subsidiaries. These
entities are the guarantors of the Notes. Some of these entities are currently
tax pass-through entities and therefore the beneficiary of the Trust ultimately
must recognize and pay taxes on any taxable income of these tax pass-through
entities. See "Description of Notes -- Certain Covenants -- Restricted Payments"
for a discussion of what tax reimbursement distributions may be made to the
beneficiary under the Notes.

The Trust owns, indirectly through its domestic subsidiaries, all of the
outstanding capital stock of, or equity interests in, each of its foreign
subsidiaries except its Mexican (70% owned) and Spanish (50% owned) joint
ventures.

The Trust is managed by Mr. Winget as "Special Advisor." On Mr. Winget's
death, Disability or Unavailability (as defined in the Trust Agreement), the
successor to the Special Advisor will be the Successor Special Advisor Group.
The Trust was amended shortly before this offering to provide for a new
Successor Special Advisory Group. Generally, except for its administrative
duties in connection with the holding of the assets of the Trust and receiving
income on those assets, the Trustee may not take action with respect to the
assets of the Trust without the prior consent of the Special Advisor or
Successor Special Advisor Group. Actions that the Trustee may not take without
the prior consent of the Special Advisor or Successor Special Advisor Group
include (1) borrowing money or incurring other obligations; (2) disposing of the
trust assets; (3) making loans to the subsidiaries; (4) making investments,
except investment of funds in Cash Equivalents (as defined in the Trust
Agreement); and (5) exercising any of its rights as an owner of the subsidiaries
of the Trust.

The Trust may only be terminated (1) when outstanding obligations specified
in the Trust Agreement which restrict terminations no longer restrict such
termination or (2) the Trust has transferred all of its first tier interests to
Venture Holdings Corporation (or another successor to the Trust) in accordance
with the terms of the Trust Agreement.
71
72

Under the terms of the indentures governing the Notes, if any transfer of
Mr. Winget's beneficial interest in the Trust results in a Change of Control (as
defined), then the Trust is required to make an offer to repurchase the Notes.
See "Description of Notes -- Repurchase at the Option of Holders -- Change of
Control."

Under the terms of the indentures governing the Notes, Mr. Winget has
limited authority to amend the Trust Agreement and the Trust cannot engage in
any business activity except for agreements related to the outstanding
indebtedness of the Company. See "Description of Notes -- Limitation on
Amendments to Agreements," "Capitalization" and "Description of Certain
Indebtedness."

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following summary of certain of our debt agreements does not purport to
be complete and is subject to, and qualified in its entirety by reference to,
such agreements, including the definitions therein of terms not defined herein.

NEW CREDIT AGREEMENT

Concurrent with the Acquisition and the offering of the Notes, the Trust
will enter into the New Credit Agreement. Set forth below is a summary of the
principal terms of the New Credit Agreement. The following summary is not
complete and is qualified by reference to all of the documents governing the New
Credit Agreement.

Pursuant to the New Credit Agreement, The First National Bank of Chicago
and certain other lenders are expected to provide, subject to certain terms and
conditions, credit facilities aggregating $450.0 million, including (1) a 5 year
$200.0 million Revolving Credit Facility; (2) a 5 year $100.0 million Term Loan
A; and (3) a 6 year $150.0 million Term Loan B.

The Revolving Credit Facility will permit us to borrow up to the lesser of
a borrowing base computed as a percentage of accounts receivable and inventory,
or $200.0 million less the amount of any letter of credit issued against the New
Credit Agreement. Pursuant to the borrowing base formula, as of December 31,
1998 we could have utilized the full amount available under the Revolving Credit
Facility.

The New Credit Agreement provides for a multicurrency funding capability to
be made available to the Trust. At present, loans may be made in U.S. dollars,
euros or, under certain circumstances, other available and freely tradeable
foreign currencies.

The Revolving Credit Facility will not require scheduled amortization
payments or scheduled commitment reductions prior to maturity. Each of Term Loan
A and Term Loan B will require quarterly amortization payments through maturity.
The documents governing the New Credit Agreement will, under certain
circumstances, require mandatory prepayments and commitment reductions. Such
circumstances include asset sales, issuances of equity and the generation of
cash flow in excess of certain amounts, and a change of control. In addition,
the borrowers will have the right to make optional prepayments and commitment
reductions.

All indebtedness under the New Credit Agreement will be senior secured
indebtedness. Obligations under the New Credit Agreement will be jointly and
severally guaranteed by the Trust's domestic subsidiaries and, under certain
circumstances, the agent bank may request guarantees of foreign subsidiaries,
however, no such guarantees are contemplated at this time. Obligations under the
New Credit Agreement will be secured by first priority security interests in
substantially all of the assets of the Trust and its domestic subsidiaries. As a
result, payments may need to be made under the New Credit Agreement even though
payments are then due with respect to the Notes. See "Description of Notes."

Interest on the Revolving Credit Facility and Term Loan A will accrue at an
annual rate of interest equal to, at our option, either (a) the Alternate Base
Rate, as announced by The First National Bank of Chicago ("ABR"), plus an
applicable margin (which applicable margin will initially be 1.00% and
thereafter may range from 0% to 1.00%) (the "ABR rate") or (b) at the London
Interbank Offered Rate
72
73

(adjusted) for a specified interest period ("LIBOR") plus an applicable margin
(which applicable margin will initially be 2.50% and thereafter may range from
1.50% to 2.50%).

Interest on Term Loan B will accrue at an annual rate of interest equal to
either (a) the ABR, plus an applicable margin (which applicable margin will
initially be 1.50% and thereafter may range from 1.25% to 1.50%) (together with
the ABR rate the "floating rate") or (b) at LIBOR plus an applicable margin
(which applicable margin will initially be 3.00% and thereafter may range from
2.75% to 3.00%).

Interest on all borrowings under the New Credit Agreement bearing interest
at a floating rate will be payable quarterly and interest on all borrowings
under the New Credit Agreement bearing interest based on LIBOR will be payable
at the end of the interest period pertaining thereto unless the interest period
is 6 months, in which case it will also be payable 3 months after the interest
period commences.

We will also pay an unused commitment fee on the Revolving Credit Facility
which commitment fee will initially be 0.50% of the unused amount of the
Revolving Credit Facility and thereafter may range from 0.375% to 0.50%.

The documents governing the New Credit Agreement will contain a number of
covenants that, among other things, will restrict our ability to dispose of
assets, incur additional indebtedness, incur guarantee obligations, pay
dividends, create liens, make investments, make acquisitions, engage in mergers
or consolidations, engage in certain transactions with affiliates and otherwise
restrict corporate activities. Such covenants are more restrictive than those
related to the Notes. In addition, the documents governing the New Credit
Agreement will require compliance with financial tests and ratios.

EXISTING SENIOR NOTES

The Trust and certain of the guarantors of the Notes are jointly and
severally liable as issuers under an indenture relating to the Existing Senior
Notes. The Existing Senior Notes bear interest at a rate per annum of 9 1/2% and
mature on July 1, 2005. As of December 31, 1998, $205.0 million was outstanding
under the Existing Senior Notes. Interest on the Existing Senior Notes is
payable semi-annually on January 1 and July 1 of each year. The Existing Senior
Notes are redeemable, in whole or in part, at the option of the issuers of such
notes at any time on or after July 1, 2001 at 104.750%, after July 1, 2002 at
102.375%, and after July 1, 2003 at 100%.

The indenture for the Existing Senior Notes contains covenants that are
generally more restrictive than those related to the Notes. The covenants
contained in the indenture for the Existing Senior Notes relate to the following
matters: (1) limitations on additional indebtedness; (2) limitations on
restricted payments; (3) limitations on transactions with affiliates; (4)
corporate opportunities; (5) the application of proceeds of certain assets
sales; (6) limitations on liens; (7) limitations on issuance of guarantees and
pledges for indebtedness; (8) limitation on equity interests of subsidiaries;
(9) limitations on dividends and other payment restrictions; (10) limitations on
other senior indebtedness; (11) limitations on new lines of business; and (12)
restrictions on mergers, consolidations and transfers of all or substantially
all of the assets of the Trust.

73
74

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
----

VENTURE HOLDINGS TRUST

Report of Independent Public Accountants.................... F-2

Consolidated Balance Sheets................................. F-3

Consolidated Statements of Income and Comprehensive
Income.................................................... F-4

Consolidated Statements of Changes in Trust Principal....... F-5

Consolidated Statements of Cash Flows....................... F-6

Notes to Consolidated Financial Statements.................. F-7

PEGUFORM GMBH

Report of Independent Auditors.............................. F-23

Consolidated Financial Statements

Consolidated Balance Sheets............................... F-24

Consolidated Statements of Income......................... F-25

Consolidated Statements of Stockholders' Equity........... F-26

Consolidated Statements of Cash Flows..................... F-27

Notes to the Consolidated Financial Statements............ F-28

F-1
75

INDEPENDENT AUDITORS' REPORT

Trustee of Venture Holdings Trust
Fraser, Michigan

We have audited the accompanying consolidated balance sheets of Venture
Holdings Trust as of December 31, 1998 and 1997, and the related consolidated
statements of income, comprehensive income, trust principal and cash flows for
each of the three years in the period ended December 31, 1998. Our audits also
included the financial statement schedule listed in the Index at Item 14. These
financial statements and the financial statement schedule are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and the financial statement schedule based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the consolidated financial position of Venture Holdings Trust as of
December 31, 1998 and 1997, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.

Deloitte & Touche LLP

March 30, 1999
Detroit, Michigan

F-2
76

VENTURE HOLDINGS TRUST

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

DECEMBER 31,
-------------------- MARCH 31,
1998 1997 1999
---- ---- ---------
(UNAUDITED)

ASSETS
Current Assets:
Cash and cash equivalents................................. $ 130 $ 1,477 $ 3,153
Accounts receivable, net, includes related party
receivables of $56,648, $32,260 and $59,878 (unaudited)
at December 31, 1998 and 1997, and March 31, 1999
respectively (Notes 2, 6 & 7).......................... 190,135 161,157 200,067
Inventories (Notes 3, 6 & 7).............................. 51,139 52,616 53,288
Prepaid expenses and other (Note 11)...................... 8,870 8,994 8,648
-------- -------- --------
Total current assets................................. 250,274 224,244 265,156
Property, Plant and Equipment, Net (Notes 4 & 7)............ 200,544 205,765 196,226
Intangible Assets (Note 5).................................. 52,022 53,900 51,552
Other Assets (Notes 1 & 7).................................. 26,636 25,771 26,547
Deferred Tax Assets (Note 11)............................... 11,839 14,442 11,035
-------- -------- --------
Total Assets......................................... $541,315 $524,122 $550,516
======== ======== ========
LIABILITIES AND TRUST PRINCIPAL
Current Liabilities:
Accounts payable (Note 7)................................. $ 52,351 $ 70,047 $ 62,506
Accrued payroll & taxes................................... 9,017 7,341 10,331
Accrued interest.......................................... 13,387 12,148 6,274
Other accrued expenses.................................... 5,299 6,485 5,701
Current portion of long-term debt (Note 6)................ 1,565 3,122 1,588
-------- -------- --------
Total current liabilities............................ 81,619 99,143 86,400
Other Liabilities (Note 10)................................. 7,254 14,281 5,948
Deferred Tax Liabilities (Note 11).......................... 11,955 13,350 11,881
Long-Term Debt (Note 6)..................................... 363,374 333,066 361,068
-------- -------- --------
Total liabilities.................................... 464,202 459,840 465,297
Commitments and Contingencies (Note 8)...................... -- -- --
Trust Principal:
Accumulated other comprehensive income -- minimum pension
liability in excess of unrecognized prior service cost,
net of tax (Note 10)................................... (737) (737)
Trust principal........................................... 77,850 64,282 85,956
-------- -------- --------
Total trust principal................................ 77,113 64,282 85,219
-------- -------- --------
Total Liabilities and Trust Principal....................... $541,315 $524,122 $550,516
======== ======== ========

See notes to consolidated financial statements.

F-3
77

VENTURE HOLDINGS TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)

THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
-------------------------------- --------------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
(UNAUDITED)

Net Sales (Notes 7 & 9)................... $645,196 $624,113 $351,777 $165,992 $166,612
Cost of Products Sold (Note 7)............ 532,809 521,361 302,940 133,070 133,616
-------- -------- -------- -------- --------
Gross Profit.............................. 112,387 102,752 48,837 32,922 32,996
Selling, General and Administrative
Expense (Note 7)........................ 59,689 57,217 26,588 14,270 14,855
Payments to Beneficiary in Lieu of Taxes
(Note 7)................................ 535 472 666 0 0
-------- -------- -------- -------- --------
Income from Operations.................... 52,163 45,063 21,583 18,652 18,141
Interest Expense.......................... 36,641 30,182 19,248 9,479 7,145
-------- -------- -------- -------- --------
Net Income Before Extraordinary Items and
Taxes................................... 15,522 14,881 2,335 9,173 10,996
Tax Provision (Note 11)................... 1,954 3,358 336 1,067 1,465
-------- -------- -------- -------- --------
Net Income Before Extraordinary Items..... 13,568 11,523 1,999 8,106 9,531
Net Extraordinary Loss on Early Retirement
of Debt (Note 12)....................... 0 0 2,738 0 0
-------- -------- -------- -------- --------
Net Income (Loss)......................... 13,568 11,523 (739) 8,106 9,531
Other Comprehensive Income -- minimum
pension liability in excess of
unrecognized prior service cost, net of
tax (Note 10)........................... (737) 0 0 0 0
-------- -------- -------- -------- --------
Comprehensive Income (Loss)............... $ 12,831 $ 11,523 $ (739) $ 8,106 $ 9,531
======== ======== ======== ======== ========

See notes to consolidated financial statements.

F-4
78

VENTURE HOLDINGS TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN TRUST PRINCIPAL
(DOLLARS IN THOUSANDS)

THREE MONTHS
ENDED
MARCH 31,
------------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
(UNAUDITED)

Trust Principal, Beginning of Period.............. 64,282 52,759 53,498 $77,113 $64,282
Comprehensive Income (Loss)
Net Income (Loss)............................... 13,568 11,523 (739) 8,106 9,531
Other Comprehensive Income -- minimum pension
liability in excess of unrecognized prior
service cost, net of tax (Note 10)........... (737)
------ ------ ------ ------- -------
Comprehensive Income (Loss)....................... 12,831 11,523 (739) 8,106 9,531
------ ------ ------ ------- -------
Trust Principal, End of Period.................... 77,113 64,282 52,759 $85,219 $73,813
====== ====== ====== ======= =======

See notes to consolidated financial statements.

F-5
79

VENTURE HOLDINGS TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

THREE MONTHS
ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
--------------------------------- --------------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
(UNAUDITED)

Cash Flows From Operating Activities:
Net income (loss)...................... $13,568 $ 11,523 $ (739) $ 8,106 $ 9,531
Adjustments to reconcile net income to
net cash (used in) provided by
operating activities, net of
acquisitions:
Depreciation and amortization....... 39,320 32,147 22,628 10,794 9,079
Change in accounts receivable....... (29,795) (31,489) (35,789) (10,056) (34,815)
Change in inventories............... 1,477 (1,517) (4,298) (2,149) (1,738)
Change in prepaid expenses.......... 2,147 2,329 (4,116) (100) 343
Change in other assets.............. (7,045) (7,178) (6,445) (3,105) 379
Change in accounts payable.......... (17,696) (14,774) 32,400 10,155 16,554
Change in accrued expenses.......... (21) (5,588) 21,221 (5,397) (4,099)
Change in other liabilities......... (7,028) (1,630) 8,725 (1,305) (3,428)
Change in deferred taxes............ (320) 3,119 (1,322) 1,052 1,465
Net extraordinary loss on early
extinguishment of debt............ 0 0 2,738 0 0
------- --------- --------- -------- --------
Net cash (used in) provided by
operating activities........... (5,393) (13,058) 35,003 7,995 (6,729)
Cash Flows From Investing Activities:
Capital expenditures................... (24,706) (33,012) (64,593) (2,688) (8,371)
Purchase of subsidiaries, net of cash
acquired............................ 0 (4,081) (56,954) 0 0
------- --------- --------- -------- --------
Net cash used in investing
activities..................... (24,706) (37,093) (121,547) (2,688) (8,371)
Cash Flows From Financing Activities:
Net (repayments) borrowings under
revolving credit agreement.......... 32,000 (46,000) 91,000 (2,000) 23,000
Net proceeds from issuance of debt..... 0 205,000 69,249 0 0
Principal payments on debt............. (3,248) (122,808) (14,535) (284) (1,392)
Payment for early extinguishment of
debt................................ 0 0 (62,738) 0 0
------- --------- --------- -------- --------
Net cash (used in) provided by
financing activities........... 28,752 36,192 82,976 (2,284) 21,608
------- --------- --------- -------- --------
Net Increase (Decrease) in Cash.......... (1,347) (13,959) (3,568) 3,023 6,508
Cash and Cash Equivalents at Beginning of
Period................................. 1,477 15,436 19,004 130 1,477
------- --------- --------- -------- --------
Cash and Cash Equivalents at End of
Period................................. $ 130 $ 1,477 $ 15,436 $ 3,153 $ 7,985
======= ========= ========= ======== ========
Supplemental Cash Flow Information Cash
paid during the period for Interest.... $35,402 $ 22,628 $ 18,187 $ 16,592 $ 15,311
======= ========= ========= ======== ========
Income taxes paid (refunded)........... $ 285 $ 140 $ (2,179) $ 20 $ 120
======= ========= ========= ======== ========

See notes to consolidated financial statements.

F-6
80

VENTURE HOLDINGS TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

Organization -- In 1987, the sole shareholder of the Venture Group of
companies contributed all of the common stock of the companies to Venture
Holdings Trust (the Trust). Simultaneously, certain property, plant, and
equipment was contributed by the sole shareholder to certain companies owned by
the Trust. In exchange, the shareholder was named the sole beneficiary of the
Trust.

The companies included in the Trust are Venture Industries Corporation,
Venture Mold and Engineering Corporation, Venture Industries Canada, Ltd.,
Vemco, Inc., Venture Leasing Company, Vemco Leasing, Inc., Venture Holdings
Corporation, Venture Service Company, Experience Management L.L.C. and any
predecessors to such organizations. Experience Management L.L.C. was formed late
in 1997 to assume the human resource obligations of the Trust. The companies
included in the Trust are involved in the design and manufacturing of molded
parts and systems integration for North American automotive original equipment
manufacturers. During 1996 the Trust acquired Bailey Corporation and its
subsidiaries ("Bailey") which were merged into Venture Holdings Corporation in
July of 1997. During 1996, the trust acquired the assets of Autostyle Plastics,
Inc. ("Autostyle") which was merged into Vemco, Inc. in July of 1997.

The Trust has been established as a grantor trust. The Trust received a
private letter ruling from the Internal Revenue Service confirming that the
Trust meets the requirements of a grantor trust under Section 1361(c)(2)(A)(i)
of the Internal Revenue Code.

Principles of Consolidation -- The consolidated financial statements
include the accounts of Venture Holdings Trust and its wholly owned subsidiaries
(collectively the "Company"). All intercompany accounts and transactions have
been eliminated.

The consolidated financial statements include only those assets and
liabilities which relate to the business of Venture Holdings Trust. These
statements do not include any assets or liabilities attributable to the
beneficiary's individual activities. However, the Company does enter into
various transactions with companies in which the sole beneficiary has an
interest. These transactions are summarized in Note 7 -- Related Party
Transactions.

Estimates -- The preparation of the Company's financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents -- Highly liquid investments with an initial
maturity of three months or less are classified as cash equivalents.

Inventories -- Manufactured parts inventories are stated at the lower of
cost or market using the first-in, first-out method. Inventory also includes
costs associated with building molds under contract. Molds owned by the Company
and used in the Company's manufacturing operations are transferred to tooling,
in property, plant and equipment, when the molds are operational.

Property and Depreciation -- Property, plant, and equipment are recorded at
cost. Depreciation is computed by the straight-line method over the estimated
useful lives of the various classes of assets. Tooling is amortized on a piece
price or straight line basis over the related production contract, generally 3
to 7 years. The principal estimated useful lives are as follows:

YEARS
-----

Building and improvements................................... 10-40
Machinery and equipment, and automobiles.................... 3-20

F-7
81
VENTURE HOLDINGS TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

Leasehold improvements are amortized over the useful life or the term of
the lease, whichever is shorter. Expenditures for maintenance and repairs are
charged to expense as incurred.

Intangible Assets -- The purchase price of companies in excess of the fair
value of net identifiable assets acquired ("goodwill") is amortized over 30
years using the straight-line method. The amount reported at March 31, 1999
(unaudited), December 31, 1998 and 1997 was $51.6 million, $52.0 million and
$53.9 million, respectively, which is net of accumulated amortization.

Long-Lived Assets and Long-Lived Assets to be Disposed of -- Effective
January 1, 1996, Statement of Financial Accounting Standards ("SFAS") No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" was adopted. This Statement establishes accounting standards for
the impairment of long-lived assets, and certain identifiable intangibles, and
goodwill related to those assets to be held and used and long-lived and certain
identifiable intangibles to be disposed of. The statement requires that
long-lived assets and certain identifiable intangibles to be held and used by an
entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. In
addition, the Statement requires that certain long-lived assets and identifiable
intangibles to be disposed of be reported at the lower of carrying amount or
fair value less cost to sell. The Company periodically evaluates the carrying
value for impairment, such evaluations are based principally on the undiscounted
cash flows of the operations to which the asset is related.

Revenue Recognition -- Revenue from the sale of manufactured parts is
recognized when the parts are shipped. Revenue from mold sales is recognized
using the completed contract method due to the reasonably short build cycle.
Accounts receivable includes unbilled receivables for mold contracts that are
substantially complete. The amounts are billed when final approval has been
received from the customer or in accordance with contract terms. Provision for
estimated losses on uncompleted contracts, if any, is made in the period such
losses are identified.

Other Assets -- Deferred financing costs are included in other assets and
are amortized over the life of the related financing arrangement.

Program Costs -- Certain costs incurred for the design of components to be
built for customers are recorded as deferred program costs which are included in
other assets. These costs are recovered based on units produced in each year
over the term of production contracts.

Income Taxes -- Amounts in the financial statements relating to income
taxes relate to the subsidiaries that have not elected S corporation status and
are calculated using the Statement of Financial Accounting Standards Board No.
109, "Accounting for Income Taxes" (SFAS 109).

Other significant subsidiaries have elected to be taxed as S corporations
under the Internal Revenue Code. The beneficiary is required to report all
income, gains, losses, deductions, and credits of the S corporations included in
the Trust on his individual tax returns.

Separate Financial Statements -- Separate financial statements for the
Trust and each Subsidiary are not included in this report because each entity
(other than Venture Canada and Experience Management L.L.C.) is jointly and
severally liable for the Company's senior credit facility and senior notes, and
each entity (including Venture Canada but excluding Experience Management
L.L.C.) is jointly and severally liable for the Company's senior subordinated
notes either as a co-issuer or as a guarantor. In addition, the aggregate total
assets, net earnings and net equity of the Subsidiaries of the Trust (with or
without Venture Canada and Experience Management L.L.C.) are substantially
equivalent to the total assets, net earnings and net equity of the Company on a
consolidated basis. Venture Canada and Experience Management L.L.C. represent
less than 1% of total assets, net earnings, net trust principal and operating
cash flow.

F-8
82
VENTURE HOLDINGS TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

Derivative Financial Instruments -- Interest rate swaps are utilized to
reduce the sensitivity of earnings to various market risk and manage funding
costs. The primary market risk includes fluctuations in interest rates and
variability in spread relationships (i.e. Prime vs. LIBOR spreads). Interest
rate swaps are used to change the characteristics of its variable rate
exposures. Interest rate differentials resulting from interest rate swap
agreements used to change the interest rate characteristics are recorded on an
accrual basis as an adjustment to interest expense as part of operating
activities. In the event of early termination of an interest rate swap agreement
designated as a hedge, the gain or loss is deferred, and recognized as an
adjustment to interest expense over the remaining term of the underlying debt.

Reclassifications -- Certain reclassifications have been made to the 1997
financial statements in order to conform to the 1998 presentation.

Recent Accounting Pronouncements -- In June 1997, the Financial Accounting
Standards Board (FASB) approved SFAS No. 130, "Reporting Comprehensive Income"
and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 130 establishes accounting standards for reporting and
displaying comprehensive income and its components (revenues, expenses, gains
and losses). The Company has adopted this Standard in the financial statements
(Note 10). SFAS No. 131 establishes accounting standards for the way public
enterprises report information about operating segments in annual financial
statements. This statement also establishes standards for related disclosures
about products and services, geographic areas, and major customers. The Company
has adopted this accounting standard; however, there was no impact on the
Company's financial statement presentation and disclosures because it operates
in only one segment, automotive operations.

In February 1998, the FASB approved SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits," which standardizes the
disclosure requirements for pension and other postretirement benefits. In
particular, the Standard requires additional information on changes in the
benefit obligation and fair values of plan assets. The Company has adopted this
Standard in the presentation of its financial statements (Note 10).

In June 1998, the FASB approved SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. The
Standard is effective for the first quarter of the Company's fiscal year
beginning January 1, 2000. The Company has not yet determined the impact of
adopting this Standard on its financial position or results of operations.

In March 1998, the Accounting Standards Executive committee published
accounting Statement of Position (SOP) 98-1, which provides guidance on
accounting for the costs of computer software developed or obtained for internal
use. The provisions of this SOP are applicable for the Company's fiscal year
beginning January 1, 1999. The Company does not anticipate that adoption of this
Standard will have a material impact on its financial position or results of
operations.

SOP 98-5, Reporting on the Costs of Start-Up Activities, was issued in
April 1998. SOP 98-5 establishes standards for the financial reporting of
start-up costs and organization costs and requires such costs to be expensed as
incurred. SOP 98-5 is effective for fiscal years beginning after December 15,
1998. The Company has not yet determined the impact of adopting SOP 98-5 its
financial condition or results of operations.

F-9
83
VENTURE HOLDINGS TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

2. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

DECEMBER 31
-------------------- MARCH 31,
1998 1997 1999
---- ---- ---------
(UNAUDITED)
(IN THOUSANDS)

Accounts receivable (including related
parties)..................................... $172,759 $140,003 $182,889
Unbilled mold contract receivables............. 21,894 24,726 22,353
-------- -------- --------
194,653 164,729 205,242
Allowance for doubtful accounts................ (4,518) (3,572) (5,175)
-------- -------- --------
Net accounts receivable........................ $190,135 $161,157 $200,067
======== ======== ========

Excluding receivables from related parties, substantially all of the
receivables are from companies operating in the automobile industry.

3. INVENTORIES

Inventories consisted of the following:

DECEMBER 31
------------------ MARCH 31,
1998 1997 1999
---- ---- ---------
(UNAUDITED)
(IN THOUSANDS)

Raw material................................... $25,169 $26,036 $22,900
Work-in-process -- manufactured parts.......... 2,965 2,863 2,952
Work-in-process -- molds....................... 11,436 10,922 15,002
Finished goods................................. 11,569 12,795 12,434
------- ------- -------
Total..................................... $51,139 $52,616 $53,288
======= ======= =======

4. PROPERTY, PLANT, AND EQUIPMENT

Property, plant and equipment consisted of the following:

DECEMBER 31
--------------------
1998 1997
---- ----
(IN THOUSANDS)

Land..................................................... $ 2,418 $ 2,427
Building and improvements................................ 64,459 62,538
Leasehold Improvements................................... 13,970 12,090
Machinery and equipment.................................. 225,687 219,767
Tooling/Molds............................................ 12,026 8,659
Office and transportation equipment...................... 5,963 6,373
Construction in progress................................. 4,009 7,421
-------- --------
328,532 319,275
Less accumulated depreciation and amortization........... 127,988 113,510
-------- --------
Total.................................................. $200,544 $205,765
======== ========

Included in property, plant and equipment is equipment and buildings held
under capitalized leases. These assets had a cost basis of $9.4 million and
accumulated depreciation relating to these assets of
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

$2.6 million at December 31, 1998. As of December 31, 1997, these assets had a
cost basis of $12.7 million and accumulated depreciation of $4.0 million.

5. BUSINESS ACQUISITIONS

Effective August 26, 1996, the Trust acquired Bailey, a manufacturer of
high quality molded plastic exterior components for sale to automobile
manufacturers for an aggregate purchase price of $57 million. This acquisition
price was the cost to acquire all of the outstanding shares of the company at
$8.75 per share including all of the outstanding options and warrants. The
acquisition was accounted for as a purchase with the purchase price allocated
over the estimated fair value of the assets and liabilities assumed, resulting
in goodwill of approximately $53.8 million. The goodwill is being amortized over
30 years using the straight-line method. Bailey was merged into Venture Holdings
Corporation in July of 1997.

Effective June 3, 1996, the Company acquired certain assets from Autostyle
for a purchase price of $6.7 million and entered into a capital lease for all
property, plant and equipment. The acquisition was accounted for as a purchase
with the purchase price allocated over the estimated fair value of the assets
and liabilities assumed, resulting in goodwill of $2.6 million. The goodwill is
being amortized over 30 years using the straight-line method.

The consolidated earnings includes the operations of Bailey from August 26,
1996 and the operations for Autostyle from June 3, 1996.

Unaudited pro forma results of operations represent the consolidation of
historical results for the twelve months ended December 31, 1996, assuming the
acquisition of Bailey had occurred at January 1, are as follows (in thousands):

Net sales................................................... $471,118
Net (loss) before extraordinary item........................ (887)
Net (loss).................................................. (3,402)

The Bailey transaction had the following non-cash impact on the Company's
balance sheet at August 26, 1996 (in millions):

Current assets.............................................. $ 62
Non-current assets.......................................... 143
Current liabilities......................................... 159
Non-current liabilities..................................... 46

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

6. DEBT

Debt consisted of the following:

DECEMBER 31
-------------------- MARCH 31,
1998 1997 1999
---- ---- ---------
(UNAUDITED)
(IN THOUSANDS)

Revolving credit agreement.................................. $ 77,000 $ 45,000 $ 75,000
Registered senior secured notes payable with interest at
9.5%...................................................... 205,000 205,000 205,000
Registered senior subordinated notes payable with interest
at 9.75%.................................................. 78,940 78,940 78,940
Capital leases with interest at 8.25% to 11.5%.............. 2,196 5,023 2,056
Installment notes payable with interest at 5.85% to
11.75%.................................................... 1,803 2,225 1,660
-------- -------- --------
Total.................................................. 364,939 336,188 362,656
Less current portion of debt.............................. 1,565 3,122 1,588
-------- -------- --------
Total.................................................. $363,374 $333,066 $361,068
======== ======== ========

In the third quarter of 1997, the Trust, and each of its wholly owned
subsidiaries, other than Venture Industries Canada, Ltd. and Experience
Management L.L.C., which was not in existence at the time, (collectively, the
"Issuers") issued $205 million of Senior Notes. The net proceeds of $199 million
were used to repay Term loans and the amount outstanding under the revolving
credit portion of the Senior Credit Agreement. In connection with the issuance
of the Senior Notes, certain subsidiaries were merged and or liquidated into
other subsidiaries. On August 27, 1997, the Issuers filed a registration
statement on Form S-4 registering the Issuers' Series B 9 1/2% Senior Notes due
2005 (the "Registration Statement"), to be offered in exchange for the Senior
Notes. The Registration Statement was declared effective by the Securities and
Exchange Commission on October 29, 1997.

Simultaneously with the issuance of the Senior Notes, the Senior Credit
Agreement was amended and now provides for borrowings of up to the lesser of a
borrowing base or $200 million under a revolving credit facility. The annual
interest rate for borrowings under this agreement is a floating rate based upon
LIBOR or the banks prime rate which averaged 7.8% at December 31, 1998. The
Company must pay a fee of up to .5% of the unused portion of the commitment. The
Company has issued letters of credit of approximately $3.0 million at December
31, 1998 against this agreement, thereby reducing the maximum availability to
$197.0 million, and pursuant to the borrowing base formula could have borrowed
$120.4 million, of which $77.0 million was outstanding thereunder.

The Trust has agreed to guarantee up to $3.5 million of obligations of a
related party. In a separate transaction, a different related party agreed to
fully indemnify the Trust for all amounts paid under the guarantee.

The senior credit agreement, senior notes and the senior subordinated notes
contain certain restrictive covenants relating to cash flow, fixed charges,
debt, trust principal, trust distributions, leases, and liens on assets. The
Company's debt obligations contain various restrictive covenants that require
the Company to maintain stipulated financial ratios, including a minimum
consolidated net worth (adjusted yearly), fixed charge coverage ratio, interest
coverage ratio and total indebtedness ratio. As of December 31, 1998, the
Company was in compliance with all debt covenants.

See also Note 12 -- Extraordinary Items for information related to the
early retirement of debt.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

Scheduled maturities of debt at December 31, 1998 were as follows (in
thousands):

1999........................................................ $ 1,565
2000........................................................ 976
2001........................................................ 887
2002........................................................ 558
2003........................................................ 77,013
Remaining years............................................. 283,940
--------
Total.................................................. $364,939
========

To mitigate risk associated with changing interest rates on certain debt,
the Company entered into interest rate swap agreements. The notional amounts are
used to measure the volume of these agreements and do not represent exposure to
credit loss. The impact of interest rate swap agreements resulted in $0.6
million of additional interest expense in each of 1997 and 1998.

NOTIONAL AMOUNTS NOTIONAL AMOUNTS
OUTSTANDING OUTSTANDING
VARIABLE AND WEIGHTED AND WEIGHTED
RATE MATURING AVERAGE RATES AVERAGE RATES
UNDERLYING FINANCIAL INSTRUMENT INDEX THROUGH DECEMBER 31, 1998 DECEMBER 31, 1997
------------------------------- -------- -------- ----------------- -----------------

Pay Fixed Interest Rate Swaps Term Loans... LIBOR 2001 $55,000,000 $55,000,000
Weighted average pay rate................ FIXED 2001 6.75% 6.75%
Weighted average receive rate............ LIBOR 2001 5.31% 5.70%

7. RELATED PARTY TRANSACTIONS

The Company has entered into various transactions with entities that the
sole beneficiary owns or controls. These transactions include leases of real
estate, usage of machinery, equipment, and facilities, purchases and sales of
inventory, performance of manufacturing related services, administrative
services, insurance activities and the receipt and payment of sales commissions.
In addition, employees of the Company are made available to certain of these
entities for services such as design, model and tool-building. Since the Company
operates for the benefit of the sole beneficiary, the terms of these
transactions are not the result of arms'-length bargaining; however, the Company
believes that such transactions are on terms no less favorable to the Company
than would be obtained if such transactions or arrangements were arms'-length
transactions with non-affiliated persons.

The Company provides or arranges for others to provide certain related
parties with various administrative and professional services, including
employee group insurance and benefit coverage, property and other insurance,
financial and cash management and administrative services such as data
processing. The related parties are charged fees and premiums for these
services. Administrative services were allocated to the entity for which they
were incurred and certain entities were charged a management fee.

In connection with the above mentioned cash management services, the
Company pays the administrative and operating expenses on behalf of certain
related parties and charges them for the amounts paid which results in
receivables from these related parties.

The Company purchased from Pompo Insurance & Indemnity Company Ltd.
("Pompo"), a corporation indirectly owned by the sole beneficiary, insurance to
cover certain medical claims by the Company's covered employees and certain
workers compensation claims. The Company remains an obligor for any amounts in
excess of insurance coverage or any amounts not paid by Pompo under these
coverages. If a liability is settled for less than the amount of the premium a
portion of the excess is available as a premium credit on future insurance. The
Company has accounted for this arrangement using the deposit

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

method wherein the full amount of the estimated liability for such claims is
recorded in other liabilities and the premiums paid to Pompo are recorded in
other assets until such time that the claims are settled. The Company made an
additional payment of $613 thousand to Pompo in 1998, and no payments in 1997.
At December 31, 1998 and 1997, the Company had approximately $3.4 million and
$2.8 million, respectively, on deposit with Pompo. A portion of this amount was
invested on a short term basis with a related party.

Deluxe Pattern Corporation (Deluxe) provided design, model and prototyping
services to the Company of $6.6, $9.2, and $4.3 million in 1998, 1997 and 1996,
respectively. The Company charged approximately $1.1 million each year from
Deluxe in 1998, 1997 and 1996 for equipment rentals and services. Employees of
the Company made available to Deluxe on an as-needed basis, for which the
Company charged Deluxe $9.6, $4.6, and $17.3 million in 1996, 1997 and 1998,
respectively. These charges and the cash management services provided to Deluxe
by the Company result in a net receivable from Deluxe.

The Company leases buildings and machinery and equipment that have a book
value of approximately $460 thousand to an entity in which the sole beneficiary
owns a significant equity interest. During 1998, 1997 and 1996, the Company
received $162 thousand per year, in connection with this agreement.

Venture Sales and Engineering (VS&E) and Venture Foreign Sales Corporation,
corporations wholly owned by the sole beneficiary, serve as the Company's sales
representatives. The Company pays Venture Sales and Engineering and Venture
Foreign Sales Corporation, in the aggregate, a sales commission of 3% on all
production sales. VS&E has conducted sales and marketing activities around the
world for the Company and has been advanced certain funds in order to carry on
that work on behalf of the Company. These activities result in a net receivable
from VS&E.

The Company provided management services to Venture Asia Pacific Pty. Ltd.
(VAP) and its subsidiaries and corporations wholly owned by the sole
beneficiary. The Company billed management fees and commissions totaling $4.5,
$4.0 and $5.1 million to VAP in 1998, 1997 and 1996, respectively. In addition,
VAP is also liable to the Company for expenditures made on its behalf including
tooling costs associated with a long-term program to be launched in 1999. The
Company expects to receive payment on these receivables once final approval is
received from the end OEM customer.

The following is a summary of transactions with all related parties at
December 31, 1998, 1997 and 1996:

DECEMBER 31
-----------------------------
1998 1997 1996
---- ---- ----
(IN THOUSANDS)

Revenue for:
Materials sold, tooling sales, sales commission and rent
charged................................................ $18,974 $17,349 $ 2,123
Providing administrative services......................... 0 0 149
Insurance and benefit Premiums............................ 0 166 420
Management Fees........................................... 4,533 4,028 5,098
Subcontracted services...................................... 2,324 2,686 9,632
Manufacturing related services and inventory purchased...... 8,084 10,213 11,683
Rent expense paid........................................... 2,180 3,195 2,950
Machine and facility usage fees paid........................ 4,158 3,748 3,397
Commission expense paid..................................... 10,391 7,269 6,391
Litigation, workers compensation and medical insurance
premiums.................................................. 613 0 0
Property, Plant and Equipment purchased..................... 40 0 49

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The result of these related party transactions is a net receivable, which
is included in accounts receivable as follows:

DECEMBER 31, MARCH 31
------------------ -----------
1998 1997 1999
---- ---- ----
(UNAUDITED)
(IN THOUSANDS)

Amounts Receivable................................ $65,755 $36,690 70,386
Amounts Payable................................... 9,107 4,430 10,508
------- ------- -------
Net Amounts Receivable............................ $56,648 $32,260 59,878
======= ======= =======

In accordance with the Company's debt agreements, payments are permitted to
be made to the Company's sole beneficiary for income tax payments and may be
made as a bonus payment or distribution of Trust Principal. The payments for the
years ended December 31, 1998, 1997 and 1996 were recorded as expense.

8. COMMITMENTS AND CONTINGENCIES

Operating Leases -- The Trust leases certain machinery and equipment under
operating leases which have initial or remaining terms of one year or more at
December 31, 1998. Future minimum lease commitments, including related party
leases, are as follows (in thousands):

RELATED PARTY OTHER
OPERATING OPERATING
LEASES LEASES
------------- ---------

Years:
1999.................................................... 2,180 494
2000.................................................... 0 186
2001.................................................... 0 25
------ ----
Total.............................................. $2,180 $705
====== ====

Rent expense for operating leases and other agreements with a term of
greater than one month, including amounts paid to related parties, was $5.5
million, $6.3 and $5.0 million for the years ended December 31, 1998, 1997, and
1996, respectively. Usage fees paid based on monthly usage of certain machinery
and equipment and facilities, all of which were paid to related parties, were
$4.0 million, $3.6, and $3.4 million for the years ended December 31, 1998, 1997
and 1996, respectively.

Litigation -- In December of 1997, the Company settled litigation with the
contractor that built the paint line at Vemco, Inc. for $2.0 million. Of this
amount, $0.8 million was recorded as a reduction to the carrying value of the
paint line and $1.2 million was recorded as miscellaneous income.

Resolution of Commercial Issues -- During the fourth quarter of 1998, the
Company resolved several commercial issues which resulted in the recovery of
gross profit lost during current and prior years. The resolution of these issues
resulted in an addition $7.4 million of gross profit.

Environmental Costs -- The Company is subject to potential liability under
government regulations and various claims and legal actions which are pending or
may be asserted against the Company concerning environmental matters. Estimates
of future costs of such environmental matters are necessarily imprecise due to
numerous uncertainties, including the enactment of new laws and regulations, the
development and application of new technologies, the identification of new sites
for which the Company may have remediation responsibility and the apportionment
and collectibility of remediation costs among responsible parties. The Company
establishes reserves for these environmental matters when a loss is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

probable and reasonably estimable. The Company's reserves for these
environmental matters totaled $1.3 million at December 31, 1998 and $1.3 million
at December 31, 1997.

On February 23, 1998, the Attorney General of the State of Michigan and the
Michigan Department of Environmental Quality (MDEQ) instituted legal proceedings
in state court alleging violations by the Company of current permits regarding
the level of emissions and odors discharged from its Grand Blanc paint facility.
These proceedings seek and may result in the imposition of civil penalties of up
to $10,000 per day; the total amount is not reasonably estimable given the
current status of the proceedings. Emission levels are being evaluated as part
of the proceedings, and it is possible the Company may be required to make
capital expenditures of $2 to $5 million to the current systems to come into
compliance. During the first quarter of 1999, the U.S. Environmental Protection
Agency has issued a notice of violation and taken an active role in monitoring
the legal proceeding and may take action separate and distinct from the legal
proceedings begun by the State of Michigan and MDEQ.

The Company is party to various contractual, legal and environmental
proceedings, some which assert claims for large amounts. Although the ultimate
cost of resolving these matters could not be precisely determined at December
31, 1998, management believes, based on currently known facts and circumstances,
that the disposition of these matters will not have a material adverse effect on
the Company's consolidated financial position and results of operations. These
matters are subject to many uncertainties, and the outcome of individual matters
is not predictable with assurance. It is more than remote but less than likely
that the final resolution of these matters may require the Company to make
expenditures, in excess of established reserves, over an extended period of time
and in a range of amounts that cannot be reasonably estimated. The Company's
reserves have been set based upon a review of costs that may be incurred after
considering the creditworthiness of guarantors and/or indemnification from third
parties which the Company has received. The Company is not covered by insurance
for any unfavorable environmental outcomes, but relies on the established
reserves, guarantees and indemnifications it has received.

9. CONCENTRATIONS

The Company's sales to General Motors Corporation ("GM"), Ford Motor
Company ("Ford") and DaimlerChrysler Corporation ("DaimlerChrysler"), expressed
as a percentage of sales, were 41%, 16% and 12%, respectively, in 1996. For
1997, the percentages were 40% and 27% for GM and Ford, respectively, and less
than 10% for DaimlerChrysler. For 1998, the percentages were 38%, 23% and 15%
for GM, Ford and DaimlerChrysler, respectively. Many of the Company's automotive
industry customers are unionized and work stoppages, slow-downs experienced by
them, and their employee relations policies could have an adverse effect on the
Company's results of operations. Net sales during the second and third quarters
of 1998 were impacted negatively due to strikes at certain General Motors
plants. The Company believes that a portion of these lost sales were recouped in
the fourth quarter of 1998 as GM accelerated production to refill its
distribution channels. Approximately 11% of the Company's workforce is covered
by a collective bargaining agreement which will expire within one year.

10. PENSIONS, PROFIT-SHARING AND SALARY REDUCTION PLAN

The Company sponsors profit-sharing and salary reduction 401(k) plans which
cover substantially all employees. The plans provide for the Company to
contribute a discretionary amount each year. Contributions were $2.3, $2.2 and
$1.3 million for the years ended December 31, 1998, 1997 and 1996, respectively.

Bailey has various retirement plans covering substantially all employees,
including five defined benefit pension plans covering full-time hourly and
salaried employees. The benefits payable under the plans are generally
determined based on the employees' length of service and earnings. For all these
plans the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

funding policy is to make at least the minimum annual contributions required by
Federal law and regulation.

The change in benefit obligation for the years ended December 31, 1998 and
1997 was as follows (in thousands):

1998 1997
---- ----

Benefit obligation at beginning of year.................. $15,980 $14,861
Service cost............................................. 543 321
Interest cost............................................ 1,120 1,069
Curtailment gain......................................... (648)
Amendments............................................... 599
Actuarial loss (gain).................................... 1,771 (365)
Benefits paid............................................ (536) (505)
------- -------
Benefit obligation at end of year........................ $18,230 $15,980
======= =======

The change in the market value of plan assets for the years ended December
31, 1998 and 1997 was as follows (in thousands):

1998 1997
---- ----

Market value of plan assets at beginning of year......... $14,026 $11,528
Actual return on plan assets............................. 105 2,531
Employer contribution.................................... 660 472
Benefits paid............................................ (536) (505)
------- -------
Market value of plan assets at end of year............... $14,255 $14,026
======= =======

The funded status of the defined benefit plans at December 31, 1998 was as
follows (in thousands):

ACCUMULATED
ASSETS EXCEED BENEFITS
ACCUMULATED BENEFITS EXCEED ASSETS
-------------------- -------------

Actuarial present value of benefit obligations:
Vested Benefits........................................... $3,017 $15,078
Nonvested benefits........................................ 33 102
------ -------
Accumulated benefit obligation.............................. $3,050 $15,180
====== =======
Projected benefit obligation................................ $3,050 $15,180
Market value of plan assets................................. 3,891 10,364
------ -------
Excess (deficiency) of assets over projected benefit
obligation................................................ 841 (4,816)
Unrecognized net (gain) loss................................ (928) 1,232
Unrecognized prior service cost............................. 519
Additional minimum liability................................ (1,751)
------ -------
Accrued pension cost........................................ $ (87) $(4,816)
====== =======

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The funded status of the defined benefit plans at December 31, 1997 was as
follows (in thousands):

ASSETS EXCEED ACCUMULATED BENEFITS
ACCUMULATED BENEFITS EXCEED ASSETS
-------------------- --------------------

Actuarial present value of benefit obligations:
Vested Benefits........................................ $ 5,151 $10,003
Nonvested benefits..................................... 42 70
------- -------
Accumulated benefit obligation........................... $ 5,193 $10,073
======= =======
Projected benefit obligation............................. $ 5,907 $10,073
Market value of plan assets.............................. 6,996 7,030
------- -------
Excess (deficiency) of assets over projected benefit
obligation............................................. 1,089 (3,043)
Unrecognized net loss.................................... (1,736) (892)
Unrecognized prior service cost.......................... 0 559
------- -------
Accrued pension cost..................................... $ (647) $(3,376)
======= =======

Net periodic pension (benefit) expense for the years ended December 31,
1998 and 1997 included the following components (in thousands):

1998 1997
---- ----

Service cost benefit during the year........................ $ 543 $ 321
Interest cost on projected benefit obligation............... 1,120 1,069
Expected return on plan assets.............................. (1,174) (961)
Net amortization and deferral............................... (52) (22)
Curtailment gain............................................ (648)
------- ------
Net periodic pension (benefit) expense...................... $ (211) $ 407
======= ======

The date used to measure plan assets and liabilities is as of September 30
each year.

The weighted-average assumed discount rate was 6.5% and 7.25% for 1998 and
1997, respectively. The assumed rate of return on plan assets was 8.5% for 1998
and 1997. For salary based plans, the expected rate of increase in compensation
levels was 5.5% for 1998 and 1997.

At December 31, 1998, the Company recorded an intangible pension asset of
$519 thousand as an offset to recording the additional minimum pension
liability. An additional amount of $737 thousand was recorded (net of tax)
against equity at December 31, 1998, which represented the minimum pension
liability in excess of unrecognized prior service cost.

Plan assets consist principally of cash and cash equivalents, listed common
stocks, debentures, and fixed income securities.

A salaried pension plan has been frozen since 1992, and no further service
liability will accrue under the plan. During 1998, an additional salaried
pension plan and an hourly pension plan were frozen, and no further service
liability will accrue under these plans. The freezing of the salaried pension
plan resulted in a curtailment gain of approximately $648,000 and has been
included in the calculation of the net periodic pension benefit for the year
ended December 31, 1998. The freezing of the hourly plan did not result in a
curtailment gain or loss since the accumulated and projected benefit obligation
for this plan are equal.

Effective January 1, 1999, the three frozen plans were merged into one
plan. The merged plan will eventually be terminated.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

11. INCOME TAXES

Amounts in the financial statements related to income taxes are for the
operations of Bailey. The other significant Subsidiaries have elected S
corporation status under the Internal Revenue Code. The beneficiary is required
to report all income, gains, losses, deductions, and credits of the S
corporations included in the Trust on his individual tax returns.

The provision for income tax expense for the period ended (in thousands):

DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996
------------ ------------ ------------

Currently Payable
United States......................................... $ 80 $ 0 $ 0
State and Local....................................... 0 239 0
Foreign............................................... 16 0 0
------ ------ ----
Total............................................ $ 96 $ 239 $ 0
====== ====== ====
Deferred
United States......................................... $1,618 $2,716 $293
State and Local....................................... 240 403 43
------ ------ ----
Total............................................ $1,858 $3,119 $336
====== ====== ====

The Company does not provide for U.S. income taxes or foreign withholding
taxes on cumulative undistributed earnings of foreign subsidiaries as these
earnings are all taxed currently to the beneficiary of the Trust.

The effective tax rate on pretax income was 70.4% for the year ended
December 31, 1998, of which 29.9% relates to permanent differences not
deductible for income taxes (primarily goodwill amortization)and 5.2% for state
and local income taxes, net of the federal tax benefit. The effective tax rate
on pretax income was 58.3% for the year ended December 31, 1997, of which 18.1%
relates to permanent differences not deductible for income taxes and 5.2% for
state and local income taxes, net of the federal tax benefit. The effective tax
rate on pretax income was 232.7% for the year ended December 31, 1996, of which
192.5% relates to permanent differences not deductible for income taxes and 5.2%
for state and local income taxes, net of the federal tax benefit.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The tax-effected temporary differences and carryforwards which comprised
deferred assets and liabilities were as follows (in thousands):

DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------

Deferred tax assets:
Accrued expenses and reserves............................. $ 7,372 $ 8,920
Net Operating Loss carryforward........................... 9,750 11,497
Minimum tax credit carryforward........................... 844 764
Other..................................................... 750 293
------- -------
Total deferred tax assets............................ $18,716 $21,474
------- -------
Deferred tax liabilities:
Depreciation.............................................. 11,931 12,505
Other..................................................... 24 845
------- -------
Total deferred tax liabilities....................... 11,955 13,350
------- -------
Net deferred tax asset............................... $ 6,761 $ 8,124
======= =======

The current portion of deferred tax assets, $6.9 and $7.0 million is
included in prepaid expense and other at December 31, 1998 and 1997,
respectively. Bailey's U.S. net operating loss carryforwards, which totaled
$26.4 and $29.9 million at December 31, 1998 and 1997, begin to expire in the
year 2011. Alternative minimum tax credit carryforwards totaled $0.8 million at
December 31, 1998 and have no expiration date. Management believes the net
operating loss carryforwards at December 31, 1998 are realizable based on
forecasted earnings and available tax planning strategies.

12. EXTRAORDINARY ITEMS

The senior secured notes payable to financial institutions required
semiannual interest payments at 9.89% and annual principal payments of $10
million each year commencing March 15, 1996. The outstanding balance of $40
million was refinanced on August 26, 1996 which resulted in an extraordinary
loss of $3.4 million ($2.5 million prepayment penalty plus unamortized deferred
financing costs of $0.9 million) in the quarter ended September 30, 1996.

On September 23, 1996 the Company redeemed approximately $21 million of the
senior subordinated bonds at 95% of par in conjunction with the refinancing
under the new credit agreement for acquisition of Bailey Corporation as required
by the First Supplement Indenture. The early extinguishment resulted in an
extraordinary gain of $688 thousand (net of unamortized deferred financing costs
of $365 thousand).

13. FINANCIAL INSTRUMENTS

The estimated fair values of the Company's debt instruments have been
determined using available market information. However, considerable judgment is
required in interpreting market data to develop the estimates of fair value.
Accordingly, the estimates presented herein may not be indicative of the amounts
that the Company could realize in a current market exchange. The use of
different assumptions or valuation methodologies may have a material effect on
the estimated fair value amounts. The fair value of long-term debt was estimated
using quoted market prices (in thousands).

DECEMBER 31, 1998 DECEMBER 31, 1997
-------------------- --------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ----- -------- -----

Debt................................................ $283,940 $282,126 $283,940 $287,626

F-20
94
VENTURE HOLDINGS TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The fair values of interest rate swaps were estimated by discounting
expected cash flows using quoted market interest rates. Interest rate swaps are
also discussed in Note 1.

DECEMBER 31, 1998 DECEMBER 31, 1997
------------------------- -------------------------
NOTIONAL UNREALIZED NOTIONAL UNREALIZED
AMOUNT GAIN/(LOSSES) AMOUNT GAIN/(LOSSES)
-------- ------------- -------- -------------

Interest Rate Swaps............................. $55,000 $(2,020) $ 55,000 $(1,367)

The carrying values of cash and cash equivalents, accounts receivable,
accounts payable and the Senior Credit Facility approximate fair market value
due to the short-term maturities of these instruments.

14. ACQUISITION (UNAUDITED)

On March 8, 1999, the Company entered into an agreement to acquire Peguform
GmbH ("Peguform"), a leading European supplier of high performance interior and
exterior plastic modules, systems and components to European OEMs (the "Peguform
Acquisition"). Consummation of the Peguform Acquisition is subject to only
limited conditions, including approval of the shareholders of Klockner-Werke AG,
the parent of Peguform, and receipt of regulatory approvals. The purchase
agreement does not permit the Company to terminate the transaction, even if
there has been a material adverse change in the business of Peguform from the
date of signing the purchase agreement to closing, which is currently expected
to occur no later than May 31, 1999.

The Company has executed commitment letters with subsidiaries of Bank One
Corporation and Goldman Sachs Credit Partners, L.P., pursuant to which such
entities have committed, subject to certain conditions, to provide financing for
the Peguform Acquisition.

The aggregate purchase price of the Peguform Acquisition is approximately
DEM 850 million (approximately $459.1 million as of April 30, 1999), reduced by
the amount of certain indebtedness for borrowed money, and subject to
post-closing adjustments. In addition, the Company estimates an additional $28.2
million of fees, expenses and post-closing adjustments associated with the
Peguform Acquisition. The Company expects to complete the Peguform Acquisition
on or about May 31, 1999. The Peguform Acquisition will be accounted for as a
purchase.

In connection with the Peguform Acquisition, the Company expects to enter
into an amended and restated credit agreement (the "New Credit Agreement"). The
New Credit Agreement will provide for borrowings of (1) up to $200.0 million
under a Revolving Credit Facility, which, in addition to those matters described
below, will be used for working capital and general corporate purposes; (2)
$100.0 million under a five-year Term Loan A; and (3) $150.0 million under a
six-year Term Loan B. The Revolving Credit Facility will permit the Company to
borrow up to the lesser of a borrowing base computed as a percentage of accounts
receivable and inventory, or $200.0 million less the amount of any letter of
credit issued against the New Credit Agreement. Pursuant to the borrowing base
formula, as of December 31, 1998 the Company could have borrowed up to the
maximum availability under the Revolving Credit Facility.

Interest rates under the New Credit Agreement are based on the London
Interbank Offer Rate ("LIBOR"), Alternate Base Rate ("ABR"), which is the larger
of the bank's corporate base rate of interest announced from time-to-time or the
federal funds rate plus 1/2% per annum, and, in the case of non-dollar
denominated loans, a euro currency reference rate. Interest rates will be
determined by reference to the relevant interest rate option, plus an Applicable
Margin (as defined) based on the Company's Consolidated Ratio of Total Debt to
EBITDA. Obligations under the New Credit Agreement will be jointly and severally
guaranteed by the Trust's domestic subsidiaries and will be secured by first
priority security interests in substantially all of the assets of the Trust and
its domestic subsidiaries. The

F-21
95
VENTURE HOLDINGS TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

New Credit Agreement will contain certain restrictive covenants, which we expect
will be similar in nature to those in the Company's current senior credit
facility (the "Existing Credit Agreement"). The New Credit Agreement will become
effective contemporaneously with the completion of the Peguform Acquisition.

In addition, the Company expects to offer an aggregate amount of up to
$375.0 million of unsecured senior subordinated notes and unsecured senior
notes. Proceeds from the offering of the notes, together with borrowings under
the New Credit Agreement will be used to (1) fund cash consideration paid in the
Acquisition; (2) redeem the Company's 9 3/4% Senior Subordinated Notes due 2004
at the redemption price of 104.875%, plus accrued interest; (3) refinance
amounts outstanding under the Existing Credit Agreement; (4) pay certain fees
and expenses related to the Peguform Acquisition and the offering of the notes;
and (5) fund working capital and other general corporate purposes.

After completing the Peguform Acquisition, the Company expects its budget
for capital expenditures during the remainder of 1999 to be approximately $70.0
million, which is expected to be financed either with cash generated from
operations or borrowings under the New Credit Agreement.

The Company expects, on or before the closing of the sale of the notes, to
enter into hedging obligations and interest rate swaps totalling approximately
$375.0 million which will have a maturity of 5 years. These hedging obligations
and interest rate swaps will effectively convert the Company's United States
dollar fixed rate coupon on the notes to a euro fixed rate coupon. These
instruments may not qualify for hedge accounting, which may result in non-cash
charges to earnings related to the mark to market on the swaps. The Company is
entering into this arrangement to take advantage of lower interest rates in
Europe and to hedge its exchange rate risk, however, no commitment is currently
in effect with respect to any such arrangements and no assurance can be given
that the Company will enter into such arrangements on the terms described or at
all.

F-22
96

REPORT OF INDEPENDENT AUDITORS

To the Board of Management and
Shareholders of PEGUFORM GmbH

We have audited the accompanying consolidated balance sheets of PEGUFORM
GmbH and subsidiaries as of September 30, 1997 and 1998, and the related
consolidated statements of income, stockholders' equity and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements, based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in Germany, which are substantially the same as those followed in the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
PEGUFORM GmbH and subsidiaries as of September 30, 1997 and 1998 and the
consolidated results of their operations, changes in stockholders' equity and
cash flows for the years then ended in conformity with generally accepted
accounting principles in the United States.

Our audit also included the translation of Deutsche Mark amounts into U.S.
dollar amounts and, in our opinion, such translation has been made in conformity
with the basis stated in note 2. Such U.S. dollar amounts are presented solely
for the convenience of the readers.

Dusseldorf,
December 18, 1998, except for the adjustments according to U.S.
GAAP (see note 2), as to which the date is April 26, 1999

BDO International GmbH
Wirtschaftsprufungsgesellschaft

F-23
97

PEGUFORM GMBH, BOTZINGEN

CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1997 AND 1998 AND DECEMBER 31, 1998
(DEM IN THOUSANDS)

THOUSANDS OF THOUSANDS OF
U.S. DOLLARS U.S. DOLLARS
(CONVENIENCE (CONVENIENCE
TRANSLATION) TRANSLATION)
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
---------------------- ------------- ------------ ------------
1997 1998 1998 1998 1998
---- ---- ---- ---- ----
(UNAUDITED) (UNAUDITED)

ASSETS
Current assets
Cash and cash equivalents............. 3,486 4,964 2,961 13,869 8,272
Accounts receivable (note 4).......... 276,685 277,891 165,737 267,052 159,272
Inventories (note 5).................. 180,996 201,439 120,140 193,298 115,285
Deferred tax assets (note 13)......... 6,479 5,235 3,122 3,518 2,098
Prepaid expenses...................... 3,558 3,122 1,862 6,996 4,172
--------- --------- -------- --------- --------
Total current assets........... 471,204 492,651 293,822 484,733 289,099
Investment in associated company...... 6,431 7,665 4,571 8,245 4,918
Property, plant and equipment (note
6).................................. 488,218 535,199 319,198 523,166 312,021
Intangible assets..................... 74,894 65,206 38,889 65,949 39,332
Other assets.......................... 3,866 5,244 3,128 5,449 3,251
Deferred tax assets (note 13)......... 4,073 6,063 3,616 5,054 3,014
--------- --------- -------- --------- --------
Total assets................... 1,048,686 1,112,028 663,224 1,092,596 651,635
========= ========= ======== ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of debt (note 9)...... 309,677 360,365 214,925 362,297 216,077
Accounts payable (note 8)............. 226,453 260,163 155,164 253,814 151,377
Accrued payroll....................... 56,781 63,500 37,872 55,096 32,860
Other accrued expenses................ 37,267 25,105 14,973 22,114 13,189
Income taxes payable.................. 5,583 3,162 1,886 10,341 6,167
Deferred tax liabilities (note 13).... 3,564 3,618 2,158 2,587 1,543
Other current liabilities and deferred
income.............................. 20,278 12,979 7,741 12,227 7,292
--------- --------- -------- --------- --------
Total current liabilities...... 659,603 728,892 434,719 718,476 428,505
Long term debt (note 9)............... 101,893 97,855 58,362 94,203 56,184
Accrual for pension obligations (note
12)................................. 39,458 44,913 26,786 46,277 27,600
Deferred tax liabilities (note 13).... 20,847 20,432 12,186 13,480 8,040
Minority interest..................... 6,248 1,450 865 952 568
Other non current liabilities and
deferred income..................... 2,266 3,850 2,295 3,887 2,319
--------- --------- -------- --------- --------
Total liabilities.............. 830,315 897,392 535,213 877,275 523,216
--------- --------- -------- --------- --------
Stockholders' equity
Capital stock......................... 70,000 70,000 41,749 70,000 41,749
Additional paid in capital............ 358,397 373,234 222,600 373,234 222,600
Deficit............................... (194,311) (209,995) (125,243) (209,392) (124,883)
Cumulative currency translation
adjustment.......................... (14,628) (16,376) (9,767) (16,010) (9,549)
Accumulated other comprehensive income
(note 12)........................... (1,087) (2,227) (1,328) (2,511) (1,498)
--------- --------- -------- --------- --------
Total stockholders' equity..... 218,371 214,636 128,011 215,321 128,419
--------- --------- -------- --------- --------
Total liabilities and
stockholders' equity......... 1,048,686 1,112,028 663,224 1,092,596 651,635
========= ========= ======== ========= ========

F-24
98

PEGUFORM GMBH, BOTZINGEN

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED SEPTEMBER 30, 1997 AND 1998 AND THREE MONTHS ENDED DECEMBER 31, 1997
AND 1998
(DEM IN THOUSANDS)

THOUSANDS OF
THOUSANDS OF U.S. DOLLARS
U.S. DOLLARS (CONVENIENCE
(CONVENIENCE TRANSLATION)
TRANSLATION) THREE MONTHS
YEAR ENDED YEAR ENDED THREE MONTHS ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
----------------------- ------------- --------------------- ------------
1997 1998 1998 1997 1998 1998
---- ---- ---- ---- ---- ----
UNAUDITED UNAUDITED UNAUDITED

Revenues
Net sales................... 1,664,884 1,977,698 1,179,518 441,841 577,725 344,561
Other revenues.............. 17,717 45,728 27,272 1,265 1,974 1,177
---------- ---------- ---------- -------- -------- --------
Total revenues......... 1,682,601 2,023,426 1,206,790 443,106 579,699 345,738
Cost of products sold......... (1,482,448) (1,806,115) (1,077,184) (404,477) (519,424) (309,789)
---------- ---------- ---------- -------- -------- --------
Gross profit........... 200,153 217,311 129,606 38,629 60,275 35,949
Selling, general and
administrative expenses..... (154,427) (201,040) (119,902) (37,915) (51,407) (30,660)
Other expenses................ (7,524) (2,408) (1,436) (8,883) (1,595) (951)
Interest expense (net)........ (23,267) (23,992) (14,309) (6,815) (6,333) (3,777)
---------- ---------- ---------- -------- -------- --------
Income (loss) before
income taxes........ 14,935 (10,129) (6,041) (14,984) 940 561
Taxes on income............... (6,029) (6,060) (3,614) (895) (798) (476)
Minority interest............. (618) 505 301 4 461 275
---------- ---------- ---------- -------- -------- --------
Consolidated net income
(loss).............. 8,288 (15,684) (9,354) (15,875) 603 360
========== ========== ========== ======== ======== ========
Foreign currency translation
adjustments................. (1,508) (1,748) (1,042) (1,135) 366 218
Other comprehensive income.... (1,087) (1,140) (680) (275) (284) (169)
---------- ---------- ---------- -------- -------- --------
Total other
comprehensive
income.............. (2,595) (2,888) (1,722) (1,410) 82 49
---------- ---------- ---------- -------- -------- --------
Comprehensive income... 5,693 (18,572) (11,076) (17,285) 685 409
========== ========== ========== ======== ======== ========

See notes to the consolidated financial statements.

F-25
99

PEGUFORM GMBH, BOTZINGEN

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1997 AND 1998 AND THREE MONTHS ENDED DECEMBER 31, 1997
AND 1998
(DEM IN THOUSANDS EXCEPT FOR SHARE DATA)

CUMULATIVE ACCUMULATED
COMMON STOCK ADDITIONAL CURRENCY OTHER
--------------- PAID IN TRANSLATION COMPREHENSIVE
SHARES AMOUNT CAPITAL DEFICIT ADJUSTMENT INCOME TOTAL
------ ------ ---------- ------- ----------- ------------- -----

Balance at October 1, 1996..... 18 70,000 358,397 (198,050) (13,120) 217,227
Net income..................... 8,288 8,288
Dividend paid.................. (4,549) (4,549)
Currency translation........... (1,508) (1,508)
Additional minimum pension
liability.................... (1,087) (1,087)
-- ------ ------- -------- ------- -------- -------
Balance at September 30,
1997......................... 18 70,000 358,397 (194,311) (14,628) (1,087) 218,371
Net loss....................... (15,684) (15,684)
Capital contribution........... 14,837 14,837
Currency translation........... (1,748) (1,748)
Additional minimum pension
liability.................... (1,140) (1,140)
-- ------ ------- -------- ------- -------- -------
Balance at September 30,
1998......................... 18 70,000 373,234 (209,995) (16,376) (2,227) 214,636
== ====== ======= ======== ======= ======== =======
Thousands of U.S. Dollars
(Convenience translation)
September 30, 1998........... 41,749 222,600 (125,243) (9,767) (1,328) 128,011
====== ======= ======== ======= ======== =======
Balance at September 30,
1997......................... 18 70,000 358,397 (194,311) (14,628) (1,087) 218,371
Net (loss)..................... (15,875) (15,875)
Dividend paid.................. 0
Currency translation........... (1,135) (1,135)
Additional minimum pension
liability.................... (275) (275)
-- ------ ------- -------- ------- -------- -------
Balance at December 31, 1997
(Unaudited).................. 18 70,000 358,397 (210,186) (15,763) (1,362) 201,086
== ====== ======= ======== ======= ======== =======
Balance at September 30,
1998......................... 18 70,000 373,234 (209,995) (16,376) (2,227) 214,636
Net loss....................... 603 603
Capital contribution........... 0
Currency translation........... 366 366
Additional minimum pension
liability.................... (284) (284)
-- ------ ------- -------- ------- -------- -------
Balance at December 31, 1998
(Unaudited).................. 18 70,000 373,234 (209,392) (16,010) (2,511) 215,321
== ====== ======= ======== ======= ======== =======
Thousands of U.S. Dollars
(Convenience translation)
December 31, 1998............ 41,749 222,600 (124,883) (9,549) (1,498) 128,419
====== ======= ======== ======= ======== =======

See notes to the consolidated financial statements.

F-26
100

PEGUFORM GMBH, BOTZINGEN

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1997 AND 1998 AND THREE MONTHS ENDED DECEMBER 31, 1997
AND 1998
(DEM IN THOUSANDS)

THOUSANDS OF U.S. DOLLARS
U.S. DOLLARS (CONVENIENCE
(CONVENIENCE TRANSLATION)
TRANSLATION) THREE MONTHS
YEAR ENDED YEAR ENDED THREE MONTHS ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
-------------------- ------------- ---------------------- ------------
1997 1998 1998 1997 1998 1998
---- ---- ---- ---- ---- ----
UNAUDITED UNAUDITED UNAUDITED

Cash Flows From Operating Activities
Net income (loss)................. 8,288 (15,684) (9,354) (15,875) 603 360
Adjustments to reconcile net
income to net cash provided by
operating activities
Depreciation and amortization... 87,828 88,734 52,922 23,802 24,555 14,645
(Gain) loss from the disposal of
fixed assets -- net --........ (1,621) (4,237) (2,527)
Change in accounts receivable... (42,777) (1,206) (719) (9,608) 10,839 6,464
Change in inventories........... (30,614) (20,443) (12,192) (11,407) 8,141 4,855
Change in prepaid expenses...... 1,877 436 260 (4,393) (3,874) (2,311)
Change in investment in
associated company............ (1,373) (1,234) (736) (336) (580) (346)
Change in other assets.......... 582 (1,378) (822) 526 (205) (122)
Change in accounts payable...... 37,879 31,289 18,661 (23,822) 830 495
Change in accrued expenses...... 12,661 (2,378) (1,418) (14,943) (10,620) (6,334)
Change in other liabilities..... 5,760 (10,513) (6,270) 16,090 (1,213) (723)
Change in deferred taxes........ (3,483) 264 157 (21) (4,903) (2,924)
-------- -------- ------- ------- ------- -------
Net cash provided by (used in)
operating activities........ 75,007 63,650 37,962 (39,987) 23,573 14,059
-------- -------- ------- ------- ------- -------
Cash Flows From Investing Activities
Proceeds from sale of fixed
assets.......................... 10,524 19,381 11,559 2,213 11,078 6,607
Capital expenditures.............. (102,014) (143,552) (85,616) (37,057) (23,736) (14,156)
-------- -------- ------- ------- ------- -------
Net cash used for investing
activities.................. (91,490) (124,171) (74,057) (34,844) (12,658) (7,549)
-------- -------- ------- ------- ------- -------
Cash Flows From Financing Activities
Capital contribution.............. 0 14,837 8,849 0 0 0
Dividends paid.................... (4,549) 0 0 0 0 0
Net borrowings.................... 38,734 60,141 35,869 185,306 67,351 40,169
Principal payments on debt........ (17,356) (12,967) (7,734) (54,163) (69,084) (41,203)
-------- -------- ------- ------- ------- -------
Net cash provided by (used
for) financing activities... 16,829 62,011 36,984 131,143 (1,733) (1,034)
-------- -------- ------- ------- ------- -------
Effect of foreign exchange rate
changes........................... 838 (12) (7) (115) (277) (165)
-------- -------- ------- ------- ------- -------
Net Decrease in Cash................ 1,184 1,478 882 56,197 8,905 5,311
Cash and Cash Equivalents at
Beginning of Period............... 2,302 3,486 2,079 3,486 4,964 2,961
-------- -------- ------- ------- ------- -------
Cash and Cash Equivalents at End of
Period............................ 3,486 4,964 2,961 59,683 13,869 8,272
======== ======== ======= ======= ======= =======
Supplemental Cash Flow Information
Cash paid during the period for
interest........................ 26,758 30,136 17,973
Income taxes paid (refunded)...... 3,026 7,372 4,391
Non-cash changes relating to
additional minimum liability
Change in minimum liability..... 3,301 2,390 1,425 598 589 351
Change in intangible asset...... (819) 121 72 30 49 29
Change in deferred asset........ (1,395) (1,371) (817) (353) (354) (211)
Other comprehensive income...... (1,087) (1,140) (680) (275) (284) (170)

See notes to consolidated financial statements.

F-27
101

PEGUFORM GMBH, BOTZINGEN

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(DEM IN THOUSANDS)

(1) DESCRIPTION OF BUSINESS

The Company is a supplier to the automotive industry and mainly provides
plastic system components.

(2) BASIS OF PRESENTATION

Solely for the convenience of the readers, the consolidated financial
statements as of September 30, 1998 and for the year then ended and as of
December 31, 1998 and for the three months then ended have been translated to
U.S. dollars at the rate of DEM 1,6767 per U.S. dollar, the noon buying rate in
New York City for cable transfers in DEM as certified for customs purposes
published by the Federal Reserve Bank of New York as of December 31, 1998. The
translation should not be construed as a representation that the amounts shown
could be converted into U.S. dollars at such rate or any other rate.

The accompanying financial statements have been prepared in accordance with
United States generally accepted accounting principles ("U.S. GAAP"). The
company maintains its financial records in accordance with the German Commercial
Code, which represents generally accepted accounting principles in Germany
("German GAAP"). Generally, accepted accounting principles in Germany vary in
certain respects from U.S. GAAP. Accordingly, the Company has recorded certain
adjustments in order that these financial statements are in accordance with U.S.
GAAP.

(3) SUMMARY OF ACCOUNTING POLICIES

Fiscal year --

The Company's fiscal year runs from October 1 to September 30.

Principles of consolidation --

The consolidated financial statements include the accounts of PEGUFORM GmbH
and its wholly or majority owned subsidiaries (collectively the "Group").

The Group accounts include the following companies:

PERCENTAGE HOLDING
NAME AND LOCATION OF SUBSIDIARY %
------------------------------- ------------------

PEGUFORM GmbH, Botzingen.................................... 100
PEGUFORM France S.A., Vernon/France......................... 100
PEGUFORM Iberica S.A., Polinya/Spain........................ 100
PEGUFORM Bohemia a.s., Liberec/Czech Republic............... 100
PEGUFORM Hella Mexico, S.A. de C.V., Puebla/Mexico.......... 70
INERGA Components S.A., Rubi/Spain.......................... 100
INERGA Logistics S.L., Polinya/Spain........................ 100
INERGA Argentina S.A., Buenos Aires/Argentina............... 100
INERGA do Brasil Ltda., Guaranema/Brasil.................... 100
PEGUFORM Slovakia s.r.o. Poprad/Slowacian Republic.......... 100

All intercompany accounts and transactions have been eliminated.

The group holds a 50% interest in Celulosa Fabril (Cefa) S. A.,
Zaragoza/Spain. This investment is stated at equity.

F-28
102
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Application of a new basis of accounting after a change in control of the
Company
("push-down accounting") --

In 1990 there was a change in the control of the Company. 99% of the shares
of Eurotec Systemteile GmbH, the then parent company of PEGUFORM GmbH (which was
merged downstream into PEGUFORM GmbH with economic effect as of October 1,
1996), were acquired by Klockner Mercator Maschinenbau GmbH, a subsidiary of
Klockner-Werke AG. The paid purchase price for the shares transferred was
retroactively allocated to the net identifiable assets. The remaining goodwill
is amortized over 15 years using the straight-line method.

Foreign Currencies --

Currency translation is based upon the Statement of Financial Accounting
Standards (SFAS) 52 "Foreign Currency Translation," whereby the assets and
liabilities of foreign subsidiaries where the functional currency is the local
currency are generally translated using period end exchange rates while the
income statements are translated using average exchange rates during the period.
Differences arising from the translation of assets and liabilities in comparison
with the translation of the previous periods are included as a separate
component of stockholders' equity.

Estimates --

The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents --

Highly liquid investments with an initial maturity of three months or less
are classified as cash equivalents.

Inventories --

Manufactured parts inventories are stated at the lower of cost or market
using the average cost method. Inventory also includes costs associated with
building molds under contract.

There are generally no molds used in the Company's manufacturing operations
which are owned by the Company.

Property and Depreciation --

Property, plant, and equipment are recorded at cost. Depreciation is
computed by the straight-line method over the estimated useful lives of the
various classes of assets. Tooling is amortised on a piece price or straight
line basis over the related production contract, generally 3 to 7 years. The
principal estimated useful lives are as follows:

YEARS
-----

Building and improvements................................... 10-50
Machinery and equipment..................................... 3-20
Other equipment, office and transportation equipment........ 3-10

F-29
103
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Leasehold improvements are amortized over the useful life or the term of
the lease. Expenditures for maintenance and repairs are charged to expense as
incurred.

Leases --

The group leases property, plant and equipment as a lessee. All leases that
meet certain specified criteria intended to represent situations where the
substantive risks and rewards of ownership have been transferred to the lessee
are accounted for as capital lease. All other leases are accounted for as
operating lease.

Intangible Assets --

Purchased intangible assets are recorded at acquisition cost. Amortization
is computed by the straight-line method over the estimated useful lives,
generally 3 to 10 years.

The purchase price of companies in excess of the fair value of net
identifiable assets acquired ("goodwill") is capitalized and generally amortized
over 15 years using the straight-line method. The same applies to goodwill
resulting from push-down accounting for the change in control in the Company in
1990. In the case of Inerga Components S.A., which was acquired as of October 1,
1995, goodwill is amortized over 5 years.

Intangible assets include an amount relating to an additional minimum
pension liability. This amount is determined by the unrecognized transitional
amount considered to calculate accrued pension cost (see note 12).

Long-lived assets and long-lived assets to be disposed of --

Effective October 1, 1996, the Statement of Financial Accounting Standards
("SFAS") No. 121 "Accounting for the Impairment of Long-lived Assets and for
Long-Lived Assets to be Disposed of" was adopted. This Statement establishes
accounting standards for the impairment of long-lived assets, and certain
identifiable intangibles, and goodwill related to those assets to be held and
used and long-lived and certain identifiable intangibles to be disposed of. The
statement requires that long-lived assets and certain identifiable intangibles
to be held and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. In addition, the Statement requires that certain long-lived
assets and identifiable intangibles to be disposed of be reported at the lower
of carrying amount or fair value less cost to sell. The Company periodically
evaluates the carrying value for impairment.

Revenue recognition --

Revenue from the sale of manufactured parts is recognized when the parts
are shipped. Revenue from mold sales is recognized using the completed contract
method due to the reasonably short build cycle. The revenues are recognized when
final approval has been received from the customer or in accordance with
contract terms. Provision for estimated losses on uncompleted contracts, if any,
is made in the period such losses are identified.

Related party transactions --

The Company is a 99% owned subsidiary of Klockner Mercator Maschinenbau
GmbH, a subsidiary of Klockner-Werke AG, Duisburg, Germany. Besides immaterial
transactions with sister companies the Company has entered into various
transactions with its parent company. These transactions do not include
operational activities but mostly administrative and financing services. Since
the Company operates for the

F-30
104
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

sole benefit of the parent company, the terms of these transactions are not the
result of arms'-length bargaining.

Since 1990 exist a so called "control and profit distribution agreement"
between Klockner Mercator Maschinenbau GmbH and PEGUFORM GmbH and its former
parent Eurotec Systemteile GmbH respectively. Under this agreement the company
has to distribute all its net income to the parent. On the other side the parent
company has to absorb any net losses incurred at the company. In these financial
statements the payments of the parent to absorb the losses are stated as
additional paid in capital. Any profit distributions are treated as dividends.

The control and profit distribution agreement also has an effect for tax
purposes. PEGUFORM GmbH is no longer a separate taxable individual, with the
effect that all corporation taxes, if any, are recorded and paid by the parent
company. In years with profit the parent company however charges PEGUFORM GmbH
for income taxes. These tax charges are deemed to be based on actual corporate
and trade income tax rates. On the other hand no tax credits are given for net
losses.

Income taxes --

Deferred income taxes are provided using the liability method in accordance
with SFAS No. 109. "Accounting for income taxes".

Deferred taxes for German income taxes are recorded as if PEGUFORM GmbH
were a "stand alone" taxable unit for corporate and trade income taxes. Being
currently integrated for income tax purposes as a subsidiary of a German parent
company PEGUFORM GmbH may be charged for tax liabilities or credited for tax
receivables for future net profits or losses if there were no change in
ownership. With the sale of all the shares in the Company to a foreign company
there will be no future integration for tax purposes anymore thus resulting in
an income tax consideration of all temporary differences.

(4) ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

AT SEPTEMBER 30, AT DECEMBER 31,
------------------ ---------------
1997 1998 1998
---- ---- ----
UNAUDITED

Accounts receivable trade................................... 243,151 247,248 250,006
Other accounts receivable................................... 38,024 34,924 24,703
------- ------- -------
281,175 282,172 274,709
Allowance for doubtful accounts............................. (4,490) (4,281) (7,657)
------- ------- -------
Net accounts receivable..................................... 276,685 277,891 267,052
======= ======= =======

Substantially all of the receivables are from companies operating in the
automobile industry.

F-31
105
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) INVENTORIES

Inventories consist of the following:

AT SEPTEMBER 30, AT DECEMBER 31,
-------------------- ---------------
1997 1998 1998
---- ---- ----
UNAUDITED

Raw material............................. 48,437 57,376 69,247
Work-in-process.......................... 116,488 102,411 91,468
Finished goods........................... 20,892 22,544 21,705
Payments on account...................... 33,230 51,960 41,600
Advance payments......................... (38,051) (32,852) (30,722)
------- ------- -------
Total.................................... 180,996 201,439 193,298
======= ======= =======

Payments on account and advance payments (received) mostly relate to molds.
The Company has no mold production, the manufacturing of the molds is
subcontracted to specialized suppliers usually receiving payments in advance.
There are usually also advance payments by the customer, not necessarily
identical to the ones to be paid to the subcontractor.

In case of probable losses on the purchase and sale of the molds provisions
for threatening losses are recorded.

(6) PROPERTY, PLANT, AND EQUIPMENT

Property, plant and equipment consist of the following:

AT SEPTEMBER 30, AT DECEMBER 31,
------------------------ ---------------
1997 1998 1998
---- ---- ----
UNAUDITED

Land and buildings.................... 365,126 377,659 380,931
Machinery and equipment............... 689,912 751,878 755,224
Office and transportation equipment... 99,747 101,152 88,849
Construction in progress.............. 42,406 64,500 63,074
---------- ---------- ----------
1,197,191 1,295,189 1,288,078
Less accumulated depreciation and
amortization........................ (708,973) (759,990) (764,912)
---------- ---------- ----------
Total................................. 488,218 535,199 523,166
========== ========== ==========

Included in property, plant and equipment is equipment and buildings held
under capitalized leases. These assets have a cost basis of DEM 94,494 and DEM
94,636 and accumulated depreciation relating to these assets of DEM 32,740 and
DEM 38,769 at September 30, 1997 and 1998 respectively.

(7) BUSINESS ACQUISITIONS

Effective July 1, 1990 shares in Eurotec Systemteile GmbH, the then parent
company of PEGUFORM GmbH, were acquired by Klockner Mercator Maschinenbau GmbH,
a subsidiary of Klockner-Werke AG. This transaction was accounted for as a
purchase and the purchase price was allocated applying "push-down" accounting to
the estimated fair value of assets and liabilities assumed, resulting in a
goodwill of approximately DEM 127.5 million.

Effective January 2, 1992 the Company acquired 51% of the shares of
PEGUFORM Bohemia a.s. This acquisition was accounted for as a purchase resulting
in a goodwill of approximately

F-32
106
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DEM 2.7 million. The goodwill is amortized over 15 years. At October 8, 1993
additional 25% of the shares in this company were acquired increasing the
goodwill already by DEM 1.0 million.

Effective January 26/February 12, 1998 the Company acquired the remaining
24% of outstanding shares in PEGUFORM Bohemia for a purchase price of DEM 4.67
million. This acquisition was accounted for as a purchase with the purchase
price allocated to the relating minority interest in equity. The net amount paid
included an adjustment for costs absorbed by the majority shareholder. As a
result of this adjustment, DEM 1.9 million was recorded in revenue in the year
ending September 30, 1998.

With a contract signed on October 2/October 14, 1998 the Company and Grupo
Hermez, S.A. de C.V., Mexico City/Mexico, established PEGUFORM Hella Mexico,
S.A. de C.V., Puebla/ Mexico, as a joint company. The Company holds 70% of the
shares, Grupo Hermez 30%.

The consolidated earnings include the operations of PEGUFORM Hella Mexico
from October 14, 1997, the operations of PEGUFORM Bohemia were already fully
consolidated in the prior two years.

Had the acquisition of the minority interest in PEGUFORM Bohemia occurred
before October 1, 1996 the pro forma effect on prior year financial statements
would have been the following increase of net profits resulting from a decrease
of minority interests:

YEAR ENDED
SEPTEMBER 30,
--------------
1997 1998
---- ----

Minority interests portion of the results of
PEGUFORM Bohemia.......................................... 618 338
=== ===

(8) ACCOUNTS PAYABLE

Accounts payable consist of the following:

AT SEPTEMBER 30, AT DECEMBER 31,
------------------ ---------------
1997 1998 1998
---- ---- ----
UNAUDITED

Accounts payable trade...................................... 225,395 259,672 253,814
Liabilities to affiliated companies......................... 1,058 491 0
------- ------- -------
Total....................................................... 226,453 260,163 253,814
======= ======= =======

F-33
107
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(9) DEBT

Debt consist of the following:

AT SEPTEMBER 30, AT DECEMBER 31,
INTEREST RATES ------------------ ---------------
% MATURITIES 1997 1998 1998
-------------- ---------- ---- ---- ----
UNAUDITED

Liabilities to financial
institutions...................... 3.25 - 15.5 1999 36,415 44,490 75,728
Liabilities to affiliated
companies......................... variable 1999 264,972 308,440 278,128
Liabilities from capital leases..... 4.16 - 11.76 1999 8,290 7,435 8,441
------- ------- -------
Short-term financial liabilities.... 309,677 360,365 362,297
------- ------- -------
Liabilities to financial
institutions...................... 3.25 - 8.24 2000-2003 49,848 53,165 52,645
Liabilities from capital leases..... 4.16 - 11.76 2000-2011 52,045 44,690 41,558
------- ------- -------
Long-term financial liabilities..... 101,893 97,855 94,203
------- ------- -------
Total debt........................ 411,570 458,220 456,500
======= ======= =======

The liabilities to financial institutions include various loans received
from banks in different countries. In 1997/98 PEGUFORM GmbH has received two new
loans by Sudwest LB, Stuttgart, Germany, in the aggregate amount of DEM
21,535,000. These loans are to be repaid in four installments on December 30,
starting December 30, 1998. In a separate agreement with Klockner Mercator
Maschinenbau GmbH PEGUFORM receives the difference between the average monthly
internal group interest rate and the loan interest rate.

The Group has entered into various capital lease agreements for property,
plant and equipment. The leases require monthly, quarterly and half-yearly
payments of principal and interest. The Group usually intends to exercise the
options to buy the respective assets.

Bonds and liabilities to financial institutions are partially secured by a
comfort letter from Klockner-Werke AG as the ultimate parent of PEGUFORM GmbH.
Klockner-Werke AG has given to the banks the commitment not to cancel the
"profit distribution agreement" (see note 3: "related party transactions")
before the loans given to PEGUFORM GmbH have been repaid.

The Company had available unused unsecured short-term lines of credit of
DEM 59,715 at September 30, 1998 and unsecured long-term lines of credit of DEM
26,589 at September 30, 1998.

Aggregate amounts of debt maturing during the next five years and
thereafter as of September 30, 1998 are as follows:

DEM
---

1999........................................................ 360,365
2000........................................................ 21,567
2001........................................................ 23,169
2002........................................................ 17,278
2003........................................................ 10,219
Remaining years............................................. 25,622
-------
Total....................................................... 458,220
=======

F-34
108
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(10) RELATED PARTY TRANSACTIONS

The transactions of the Company with its parent company Klockner Mercator
Maschinenbau GmbH include mostly financing and the distribution/absorption of
profit/losses. Additionally there were minor purchases of machinery from sister
companies.

The financing of the Company is done exclusively via short-term credits
without fixed repayment dates.

According to the profit distribution agreement (see note 3: related party
transactions) final net profits (before taxes) are to be distributed to the
parent company while net losses are to be absorbed.

In 1997/98 the parent company granted operating subsidies to the Company.

The current accounts with the parent company are to be charged with
variable interest rates.

The following is a summary of transactions with the parent company at
September 30, 1997 and 1998:

AT SEPTEMBER 30, AT DECEMBER 31,
------------------ ---------------
1997 1998 1998
---- ---- ----
UNAUDITED

Revenue received for:
Operating subsidies granted by the parent company........... 0 13,335 0
------- ------- -------
0 13,335 0
======= ======= =======

AT SEPTEMBER 30, AT DECEMBER 31,
------------------ ---------------
1997 1998 1998
---- ---- ----
UNAUDITED

Expenses charged for:
Interest on current intercompany accounts................... 9,962 14,320 3,257
Tax charge by parent company................................ 4,252 0 0
------- ------- -------
14,214 14,320 3,257
======= ======= =======

Based on the control and profit distribution agreement with the parent
company, in the year ended September 30, 1997 the company distributed its net
income for the year in the amount of DEM 4,549. In the year ended September 30,
1998 the parent company absorbed the company's loss of DEM 13,335.

The result of the related party transactions is the following net payable.
The amounts are shown on a gross basis in accounts receivable and in accounts
payable and short-term debt:

AT SEPTEMBER 30, AT DECEMBER 31,
------------------ ---------------
1997 1998 1998
---- ---- ----
UNAUDITED

Amounts Receivable.......................................... 0 0 0
Amounts Payable............................................. 266,030 308,931 278,128
------- ------- -------
Net Amounts Payable......................................... 266,030 308,931 278,128
======= ======= =======

F-35
109
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(11) COMMITMENTS AND CONTINGENCIES

Operating Leases --

The Company leases certain of its manufacturing facilities, sales offices,
transportation and other equipment under operating leases. Total rental expense
was approximately DEM 14,946 and DEM 19,994 for the years ended September 30,
1997 and 1998 respectively.

Future minimum lease commitments under non-cancellable operating leases
with initial or remaining terms in excess of one year are as follows:

DEM
---

1999........................................................ 6,726
2000........................................................ 5,738
2001........................................................ 4,346
2002........................................................ 3,243
2003........................................................ 1,382
Remaining years............................................. 785
------
Total....................................................... 22,220
======

Other Commitments and contingencies --

The Company has in 1995 entered into an agreement with a company regarding
the use of EDP hardware components and software as well as technical support.
This agreement is not cancellable and runs until September 30, 2003. Total
expense was DEM 16,240 and DEM 22,841 for the years ended September 30, 1997 and
1998 respectively.

Future EDP cost commitments under this non-cancellable agreement are as
follows:

DEM
---

1999........................................................ 15,683
2000........................................................ 13,209
2001........................................................ 11,972
2002........................................................ 11,512
2003........................................................ 11,117
Remaining years............................................. 0
------
Total....................................................... 63,493
======

(12) PENSION PLANS

PEGUFORM GmbH maintains one defined benefit pension plan covering all its
full-time hourly and salaried employees plus some individual defined benefit
pension agreements for managers and members of the board. The benefits payable
under the plans are generally determined based on the employees' length of
service and earnings. These are no external findings of these schemes.

F-36
110
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The funded status of the defined benefit plans was as follows:

ACCUMULATED
BENEFITS
EXCEED ASSETS
AT SEPTEMBER 30,
----------------
1997 1998
---- ----

Actuarial present value of benefit obligations
Vested Benefits........................................... 33,086 37,841
Nonvested benefits........................................ 6,372 7,073
------ ------
Accumulated benefit obligation.............................. 39,458 44,914
====== ======
Projected benefit obligation................................ 40,529 45,871
Market value of plan assets................................. 0 0
------ ------
Excess (deficiency) of assets over projected benefit
obligation................................................ 40,529 45,871
Unrecognized transitional amount............................ 1,331 1,210
Unrecognized net loss....................................... 3,553 5,951
Unrecognized prior service cost............................. 0 0
------ ------
Accrued pension cost........................................ 35,645 38,710
====== ======

ACCUMULATED
BENEFITS
EXCEED ASSETS
AT SEPTEMBER 30,
----------------
1997 1998
---- ----

Amounts recognized in the balance sheet consist of
Accrued pension liability................................. 39,458 44,913
Intangible asset.......................................... 1,331 1,210
Unrecognized prior service cost........................... 2,482 4,993
------ ------
Net amount recognized....................................... 35,645 38,710
====== ======

The date used to measure plan liabilities is as of September 30 each year.

The weighted-average assumed discount rate was 6.0% for the years ended
September 30, 1997 and 1998 respectively. The expected rate of increase in
compensation levels was 2.0% and 1.6% respectively for the years ended September
30, 1997 and 1998 respectively. The same rates as for the compensation were used
for inflation and increase in social security contribution ceiling in the
actuarial calculation.

Net periodic pension expense for the years ended September 30, 1997 and
1998 included the following components:

AT
SEPTEMBER 30,
--------------
1997 1998
---- ----

Service cost benefits during the year....................... 1,692 1,910
Interest cost on projected benefit obligation............... 2,183 2,393
Actual return on plan assets................................ 0 0
Net amortization and deferral............................... 121 121
----- -----
Net periodic pension expense................................ 3,996 4,424
===== =====

F-37
111
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(13) INCOME TAXES

Amounts in the financial statements related to income taxes are for the
operations of the consolidated subsidiaries as listed under note 3 and for
PEGUFORM GmbH as charged by its parent company.

As explained under note 3 deferred taxes for PEGUFORM GmbH are recorded
considering a full taxation of future profits and losses although this company
is currently not subject to German corporate and trade income taxes.

The provision for income tax expense for the period ended:

AT SEPTEMBER 30,
-----------------
1997 1998
---- ----

Currently Payable
Germany................................................... 4,252 38
Foreign................................................... 1,367 4,728
------ -----
Total....................................................... 5,619 4,766
------ -----
Deferred
Germany................................................... 6,480 (624)
Foreign................................................... (6,070) 1,918
------ -----
Total....................................................... 410 1,294
------ -----
Total....................................................... 6,029 6,060
====== =====

German corporate tax law applies a split-rate computation with regard to
the taxation of the income of a corporation and its shareholders. Current German
taxes are recorded as being charged by the parent company based on the tax law
in effect for the respective fiscal period. Corporate income is initially
subject to a federal corporation tax of 45% plus a solidarity surcharge of 7.5%
until 1997 and 5.5% effective January 1, 1998 on the federal corporate tax
payable. Including the impact of the surcharge, the federal corporate tax rate
amounted to 48.375% until 1997 and to 47.475% effective January 1, 1998. Upon
distribution of retained earnings to stockholders, the corporate income tax rate
on the earnings is adjusted to 30%, plus the solidarity surcharge on the
distribution corporate tax by means of a refund for taxes previously paid. Upon
distribution of retained earnings in the form of a dividend, stockholders who
are taxpayers in Germany are entitled to a tax credit in the amount of federal
income taxes previously paid by the corporation.

Current taxes are calculated on the basis of the respective tax rates in
effect for the periods presented. This may presumably also apply to the tax
charges by the parent company of PEGUFORM GmbH for the German operations. The
calculation of the deferred taxes is based on future tax rates. As a result, the
deferred taxes for PEGUFORM GmbH are calculated with an effective corporate
income tax rate of 48.375% as of September 30, 1997 and 47.475% as of September
30, 1998 plus the after federal tax benefit rate for trade tax of 7.8% and 7.9%
as of September 30, 1997 and 1998 respectively.

A reconciliation of income taxes determined using the German corporate tax
rate of 48.375% plus the after federal tax benefit rate for trade taxes of 7.8%
for a combined statutory rate of 55.4% for the year

F-38
112
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ended September 30, 1997 and of 47.475% plus the after federal tax benefit rate
for trade taxes of 7.9% for a combined statutory rate of 56.2% for the year
ended September 30, 1998 is as follows:

YEAR ENDED
SEPTEMBER 30,
----------------
1997 1998
---- ----

Expected provision (benefit) for income taxes............... 8,392 (5,613)
Non-deductible items........................................ 2,566 1,092
Tax free income............................................. (1,363) (1,631)
Write off of goodwill not tax-deductible.................... 5,237 5,159
Badwill credited to income not taxable...................... 0 (1,058)
Consolidation items not taxable............................. (907) (71)
Foreign tax rate differential............................... (6,893) (3,409)
Changes in valuation allowances on deferred tax assets...... (990) 2,090
Parent company's tax allocation differential................ 2,078 10,970
Investment and export tax credits (Spain)................... (1,966) (1,891)
Other....................................................... (125) 422
------ ------
Actual income tax expense................................... 6,029 6,060
====== ======

The amounts shown under Parent company's tax allocation differential relate
to the tax charges by Klockner Werke AG. There were no credits given for the
losses the year ending September 1998, while the charge for the year ending
September 1997 was not based on the taxable income of PEGUFORM GmbH.

The amount of the Group's deferred tax valuation allowances is based upon
management's belief that it is more likely than not that not all of the deferred
tax assets will be realized. In future periods, depending upon the Group's
financial results, management's estimate of the amount of the deferred tax
assets considered realizable may change, and hence the valuation allowance may
increase or decrease.

F-39
113
PEGUFORM GMBH

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The tax-effected temporary differences and carryforwards which comprised
deferred assets and liabilities were as follows:

YEAR ENDED
SEPTEMBER 30,
------------------
1997 1998
---- ----

Deferred tax assets:
Accounts receivable...................................... 127 235
Inventories.............................................. 1,557 776
Property, plant and equipment............................ 368 0
Other accrued expenses................................... 5,191 5,596
Net operating loss carryforwards......................... 19,207 20,923
Additional minimum pension liability..................... 1,395 2,766
Other.................................................... 0 415
------- -------
27,845 30,711
Valuation allowances.................................. (17,293) (19,413)
------- -------
Total deferred tax assets............................. 10,552 11,298
------- -------
Deferred tax liabilities:
Accounts receivable...................................... 1,179 1,890
Inventories.............................................. 0 603
Property, plant and equipment (including capital
leases)............................................... 17,998 17,483
Other accrued expenses................................... 3,915 2,845
Other.................................................... 1,319 1,229
------- -------
Total deferred tax liabilities........................ 24,411 24,050
------- -------
Net deferred tax liabilities.......................... (13,859) (12,752)
======= =======

At September 30, 1998, the Group had net operating losses ("NOLs")
amounting to DEM 53,883. The NOLs relate to losses of foreign companies and are
partly limited in their use to the Group.

Management believes the net operating loss carryforwards at September 30,
1998 are only to a limited extent realizable based on forecasted earnings and
available tax planning strategies.

With regard to the additional minimum pension liability we refer to Note
12. Changes in these deferred tax assets have no impact on the provision for
income tax expenses.

Net deferred income tax assets and liabilities in the consolidated balance
sheets are as follows:

YEAR ENDED
SEPTEMBER 30,
----------------------
1997 1998
---- ----

Current
Deferred income tax assets............................ 6,479 5,235
Deferred income tax liabilities....................... (3,564) (3,618)
-------- --------
Total................................................... 2,915 1,617
-------- --------
Non-current
Deferred income tax assets............................ 4,073 6,063
Deferred income tax liabilities....................... (20,847) (20,432)
-------- --------
Total................................................... (16,774) (14,369)
-------- --------
Total................................................... (13,859) (12,752)
======== ========

F-40
114

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.

May 10, 1999 VENTURE HOLDINGS TRUST, VEMCO, INC.,
VENTURE INDUSTRIES CORPORATION,
VENTURE MOLD & ENGINEERING CORPORATION,
VENTURE LEASING COMPANY, VEMCO LEASING,
INC., VENTURE HOLDINGS CORPORATION AND
VENTURE SERVICE COMPANY

By: /S/ James E. Butler
------------------------------
James E. Butler
Executive Vice President and
Chief Financial Officer

115

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION
- ---------- -----------

99.1 Press release dated May 6th, 1999