SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 8
(Final Amendment)
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BAILEY CORPORATION
(Name of Subject Company)
VEMCO ACQUISITION CORP.
VENTURE HOLDINGS TRUST
(Name of Person(s) Filing Statement)
COMMON STOCK, Par Value $0.10 PER SHARE
(Title of Class of Securities)
056 771306
(CUSIP Number of Class of Securities)
Michael G. Torakis
33662 James J. Pompo Drive
P.O. Box 278
Fraser, Michigan 48026-0278
(810) 296-8851
(Name, address and telephone number of person authorized
to receive notice and communications on
behalf of the person(s) filing statement)
with a copy to:
Paul R. Rentenbach
Dykema Gossett PLLC
400 Renaissance Center
Detroit, MI 48243-1668
(313) 568-6973
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CUSIP No. 05 67713 0
1 NAME OF REPORTING PERSONS: Vemco Acquisition Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: applied for
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,279,105
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) APPROXIMATELY
99%
10 TYPE OF REPORTING PERSON
CO
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CUSIP No. 05 67713 0
1 NAME OF REPORTING PERSON: Venture Holdings Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f). [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,279,105
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) APPROXIMATELY
99%
10 TYPE OF REPORTING PERSON
00
<PAGE>
Venture Holdings Trust, a grantor trust ("Parent"), and Vemco
Acquisition Corp., a Delaware corporation formed by Parent (the
"Purchaser"), hereby further amend and supplement their Statement on
Schedule 14D-1 ("Schedule 14D-1"), filed with the Securities and Exchange
Commission (the "Commission") on June 11, 1996, with respect to the
Purchaser's offer to purchase all outstanding shares of common stock, par
value $.10 per share (the "Common Stock"), of Bailey Corporation, a Delaware
corporation (the "Company"), and the associated common stock purchase rights
issued pursuant to the Rights Agreement, dated as of September 28, 1995, as
amended, between the Company and State Street Bank & Trust Company, as
Rights Agent (the "Rights" and, together with the Common Stock, the
"Shares"), at a price of $8.75 per Share, net to the seller in cash, without
interest thereon. This amendment to Schedule 14D-1 also constitutes an
amendment and supplement to Schedule 13D with respect to the acquisition by
the Purchaser and Parent of beneficial ownership of the Shares subject to
the Tender and Option Agreement (as defined in the original statement). The
item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-1.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 4(a)-(b) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On August 23, 1996, Parent and NBD Bank executed definitive
financing agreements providing, inter alia, the total amount of funds
required by the Purchaser to consummate the Acquisition and to pay related
fees and expenses. The terms of the definitive financing agreements are
substantially the same as those contemplated by the Commitment Letter,
previously filed as an exhibit to Amendment No. 7 to the Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
The information set forth in Item 5(c) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On August 26, 1996, pursuant to the Merger Agreement, all of the
members of the Company Board of Directors resigned and were replaced by
Purchaser designees other than two Company Directors, Roger R. Phillips and
William A. Taylor.
On August 29, 1996, pursuant to the Merger Agreement, Purchaser
merged with and into the Company, with the Company remaining as the
surviving corporation.
ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY.
The information set forth in Item 6(a)-(b) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On August 26, 1996, Purchaser accepted for purchase all Shares
validly tendered and not withdrawn under the Offer, including those Shares
tendered by means of Notice of Guaranteed Delivery. The Offer expired at
6:00 p.m., New York City time, on August 23, 1996. On August 29, 1996,
Purchaser completed payment for the remaining Shares tendered pursuant to
the Offer that were subject to guarantees of delivery or receipt of
additional documentation.
As a consequence of the purchase of Shares pursuant to the Offer,
Parent and Purchaser beneficially own 5,279,105 Shares, which represents
approximately 99% of the 5,357,558 Shares outstanding.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: August 30, 1996
VEMCO ACQUISITION CORP.
By: /S/ James E. Butler, Jr.
James E. Butler, Jr., Treasurer
VENTURE HOLDINGS TRUST
By: /S/ James E. Butler, Jr.
James E. Butler, Jr., Treasurer
