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): July 24, 2002
Commission File Number: 333-82617
Michigan Venture Holdings Company LLC 38-3470015
Michigan Vemco, Inc. 38-2737797
Michigan Venture Industries Corporation 38-2034680
Michigan Venture Mold & Engineering Corporation 38-2556799
Michigan Venture Leasing Company 38-2777356
Michigan Vemco Leasing, Inc. 38-2777324
Michigan Venture Holdings Corporation 38-2793543
Michigan Venture Service Company 38-3024165
Michigan Experience Management, LLC 38-3382308
Michigan Venture Europe, Inc. 38-3464213
Michigan Venture EU Corporation 38-3470019
(State or other (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.
On July 24, 2002, Venture Holdings Company LLC held a
conference call with the holders of its $205 million 9.5% Senior Notes due 2005
(CUSIP No. 92326YAD1), $125 million 11% Senior Notes due 2009 (CUSIP No.
92326YAF6) and $125 million 12% Senior Subordinated Notes due 2009 (CUSIP No.
92326YAH2) to discuss the Company's current situation. A copy of the transcript
of the call is attach as an exhibit to this report and is incorporated herein by
reference.
On June 4, 2002, Orix Capital Markets, LLC filed suit in district court
in Dallas, Texas against Venture and others in a case entitled Orix Capital
Markets, LLC v. Banc One Capital Markets, Inc., Bank One NA, and Venture
Holdings Company LLC (Case No. 02-04999). As previously reported, Venture
entered into a Third Amendment, dated as of March 29, 2002, to its Credit
Agreement among Venture, Bank One, NA, as administrative agent, and the lenders
thereto, pursuant to which Venture obtained $50 million of borrowing in addition
to the funds previously available to Venture under the Credit Agreement. This
was accomplished by adding a Team Loan C to the existing facility. The Third
Amendment required that 50% of the net proceeds of Term Loan C be used to prepay
Venture's already outstanding Term Loans A and B equally and that the Company
would receive a pro rata reduction in future principal payments over the
remaining term of these loans. The remaining 50% of Term Loan C was used for
general corporate purposes. Orix was a participant in Term Loan C and funded
its portion of the loan in the amount of approximately $6.4 million. Venture
received 50% of the net proceeds from Term Loan C, approximately $12 million was
used to prepay Term Loan A, and approximately $12 million was held in escrow by
Bank One to prepay Term Loan B. Orix filed suit against all defendants alleging
that the defendants fraudulently induced the Term Loan C, that the Bank One
defendants breached duties to the participating lenders, and that Venture
breached certain representations and warranties in the loan documents. Orix
obtained an ex parte temporary restraining order, restraining Bank One from
releasing approximately $12 million to prepay Term Loan B. Orix has also
requested rescission of its funding. Venture is currently pursuing a number of
defenses, including lack of jurisdiction, that the injunction is overbroad and
without adequate basis, and intends to deny and vigorously defend plaintiff's
principal allegations if and when the court determines it has jurisdiction over
Venture.
This report includes a number contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Exchange Act. Such statements are subject to certain risks and
uncertainties. The risks and uncertainties that may affect the operations,
performance, development and results of operations of Venture include the
following: (i) the original equipment manufacturer ("OEM") supplier industry is
highly cyclical and, in large part, impacted by the strength of the economy
generally, by prevailing interest rates and by other factors which may have an
effect on the level of sales of automotive vehicles; (ii) future price
reductions, increased quality standards or additional engineering capabilities
may be required by the OEMs, which are able to exert considerable pressure on
their suppliers; (iii) the OEMs may decide to in-source some of the work
currently performed by Venture; (iv) work stoppages and slowdowns may be
experienced by OEMs and their Tier 1 suppliers, as a result of labor disputes;
(v) there may be a significant decrease in sales of vehicles using Venture's
products or the loss by the Company of the right to supply any of such products
to its major customers; (vi) increased competition could arise in the OEM
supplier industry; (vii) changing federal, state, local and foreign laws,
regulations and ordinances relating to environmental matters could affect
Venture's operations; (viii) there is significant uncertainty and risk related
to the German preliminary proceeding, including the potential commencement of a
formal insolvency proceeding in Germany or a bankruptcy filing in the United
States, which may be significantly increased if Venture is not successful in its
consent solicitation and (ix) there may be unfavorable currency exchange rates
relative to the U.S. dollar, which could impact Venture's operations. Should one
or more of these risks or uncertainties materialize, actual results may vary
materially from those estimated, anticipated or projected. Although Venture
believes that the expectations reflected by such forward-looking statements were
or are reasonable based on information available to the Company at the time such
statements were made, no assurances can be given that such expectations will
prove to have been correct. Cautionary statements identifying important factors
that could cause actual results to differ materially from Venture's expectations
are set forth in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, which is incorporated herein by reference. All
forward-looking statements included in this release, including those set forth
herein and those incorporated herein by reference, and all subsequent oral
forward-looking statements attributable to Venture or persons acting on its
behalf, are expressly qualified in their entirety by these cautionary
statements.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(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 hereunto 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
EXPERIENCE MANAGEMENT LLC
VENTURE EUROPE, INC.
VENTURE EU CORPORATION
Date: July 24, 2002 By: /s/ James E. Butler
-----------------------------------
James E. Butler
Executive Vice President
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Exhibit Index
Number Description
99.1 July 24, 2002 Bondholder Conference Call Script.
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