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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 28, 1999
Commission File Number: 333-34475
Michigan Venture Holdings Company LLC 38-3470015
as successor to Venture Holdings Trust
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 jurisdiction (Exact name of registrant (IRS Employer
of incorporation) as specified in its charter) Identification
Number)
33662 James J. Pompo
Fraser, Michigan 48083
(Address of principal executive offices)
Registrant's telephone number, including area code: (810) 294-1500
Venture Holdings Trust
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 28, 1999, pursuant to (i) a Share Purchase and Transfer
Agreement, dated as of March 8, 1999, between Klockner Mercator Maschinenbau
GmbH ("Seller"), a wholly-owned subsidiary of Klockner-Werke AG ("Klockner"), on
the one hand, and Venture Beteiligungs GmbH ("Venture B") and Venture Holdings
Trust (the "Trust"), on the other hand, and (ii) a Share Purchase and Transfer
Agreement, dated March 8, 1999 between Neptuno Verwaltungs-und
Treuhand-Gesellschaft mbH ("Neptuno"), on the one hand, and Venture Verwaltungs
GmbH ("Venture V," and, collectively with Venture B, the "Companies")) and the
Trust, on the other hand (collectively, the "Purchase Agreements"), the
Companies acquired (the "Acquisition") 100% of the shares of Peguform GmbH
("Peguform"). Venture B and Venture V are each wholly owned, indirect
subsidiaries of the Registrant. With respect to the Acquisition, Venture B paid
to the Seller a preliminary purchase price of DEM 425,637,293, repaid
preliminary shareholders loans of DEM 389,544,030 and repaid additional cash
contributions made by Seller to Peguform since March 31, 1999, including
interest thereon, of DEM 40,783,385. The preliminary purchase price and
preliminary shareholders loans paid to Seller at closing are subject to
adjustment based upon a final audit of the financial statements of Peguform as
of March 31, 1999. Venture V paid Neptuno consideration of DEM 1,881,052.
The consideration provided for in the Purchase Agreements was
determined by the Trust after a complete review of Peguform's operations and
negotiations between representatives of the Trust and Klockner. The acquisition
was financed with (i) proceeds from the offering (the "Note Offering") by the
Trust of an aggregate amount of $250 million of unsecured senior subordinated
notes and unsecured senior notes (collectively, the "Notes") and (ii) a senior
secured credit facility, including a revolving credit facility of $200 million
and term loans of $375 million, provided to the Trust by a syndicate of bank
lenders, with The First National Bank of Chicago as Administrative Agent (the
"New Credit Agreement"). The Note Offering and the New Credit Agreement were
closed on May 27, 1999.
Peguform is one of Europe's leading suppliers of interior and exterior
plastic automotive systems, including bumpers, dashboards, door modules, and
door panels. Peguform serves customers including Volkswagen, Audi, Seat, Skoda,
BMW, DaimlerChrysler, Porsche, Renault, and PSA (Peugeot and Citroen), from
sixteen plants in Germany, France, Spain, the Czech Republic, Mexico, and
Brazil.
Item 5. OTHER EVENTS
In accordance with the indenture governing the Trust's 9 3/4% senior
subordinated notes due 2004 (the "Outstanding Senior Subordinated Notes"),
contemporaneously with the closing of the Note Offering and the New Credit
Agreement, the Trust advised the trustee that it had elected to redeem all of
the Outstanding Senior Subordinated Notes and deposited with the trustee funds
sufficient to redeem the Outstanding Senior Subordinated Notes at a redemption
price of 104.875% of the principal amount outstanding as of the close of
business on July 12, 1999, plus accrued interest. Funds for the redemption were
provided by proceeds from the sale of the unsecured senior subordinated notes
pursuant to the Note Offering.
Immediately following the Note Offering, the Trust effected a Trust
Contribution (as defined in the New Credit Agreement, and in the indentures
governing the Registrant's $205 million of 9 1/2% Senior Notes due 2005 (the
"Outstanding Senior Notes") and the Notes) by contributing its assets, including
the capital stock of certain subsidiaries owned by it, to Venture Holdings
Company LLC, a wholly-owned subsidiary of the Trust (the
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"Registrant"). Upon completion of the Trust Contribution, the Registrant assumed
all of the Trust's obligations under (i) the Notes and the indentures related
thereto, (ii) the New Credit Agreement, and (iii) the Outstanding Senior Notes
and the indenture related thereto, and the Trust was released from all such
obligations.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Businesses Acquired.
Financial Statements will be filed by amendment pursuant to Item
7(a)(4) on or prior to August 11, 1999.
(b) Pro Forma Financial Information.
Pro Forma Financial Information will be filed by amendment
pursuant to Item 7(b)(2) on or prior to August 11, 1999.
(c) Exhibits.
A list of Exhibits included as part of this report is set forth
in the Exhibit Index which immediately precedes such exhibits and
is incorporated herein by reference.
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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 thereunto duly authorized.
VENTURE HOLDINGS COMPANY LLC
VEMCO, INC.
VENTURE INDUSTRIES CORPORATION
VENTURE MOLD & ENGINEERING CORPORATION
VENTURE LEASING COMPANY
VEMCO LEASING, INC.
VENTURE HOLDINGS CORPORATION
VENTURE SERVICE COMPANY
/S/ James E. Butler, Jr.
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James E. Butler, Jr.
Executive Vice President and
Chief Financial Officer
Dated: June 10, 1999
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EXHIBIT INDEX
Ex. No. Description
2.1 Share Purchase and Transfer Agreement between Klockner
Mercator Maschinenbau GmbH, on the one hand, and
Venture Beteiligungs GmbH and Venture Holdings Trust,
on the other hand, dated March 8, 1999. Incorporated
herein by reference to Exhibit 2.1 of the Trust's
Annual Report on Form 10-K for the year ended December
31, 1998.
2.2 Share Purchase and Transfer Agreement between Neptuno
Verwaltungs-und-Treuhand-Gesellschaft mbH, on the one
hand, and Venture Verwaltungs GmbH and Venture
Holdings Trust, on the other hand, dated March 8,
1999.
2.3 Trust Contribution Agreement, made as of the
27th day of May, 1999, by and between
Venture Holdings Trust, a trust organized
under Michigan law, and Venture Holdings
Company, LLC, a Michigan limited liability
company.