SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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
<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), so
far as such information is required by Schedule 13D. The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On July 3, 1996, Vemco Acquisition Corp. issued a press release, a
copy of which is attached hereto as Exhibit (a)(14) and is incorporated
herein by reference, relating to the expiration of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Text of Press Release, dated July 3, 1996, issued by Vemco
Acquisition Corp.
<PAGE>
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: July 3, 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
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(a)(14) Text of Press Release, dated July 3, 1996, issued by Vemco
Acquisition Corp.
Exhibit (a)(14)
CONTACTS:
James E. Butler
Venture Industries
(810) 790-4708
Grace Protos
MacKenzie Partners, Inc.
(212) 929-5500
FOR IMMEDIATE RELEASE:
VEMCO ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD IN TENDER OFFER FOR BAILEY CORPORATION
FRASER, MI, July 3, 1996 -- Vemco Acquisition Corp. announced today that
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 applicable to the cash tender offer to purchase all outstanding shares
of common stock of Bailey Corporation (NASDAQ:BAIB) commenced by it on June
11, 1996, expired at 12:00 midnight on June 27, 1996.
Under the Hart-Scott-Rodino Act certain purchases of stock may not be
consummated unless certain information has been furnished to the Antitrust
Division of the Department of Justice and the Federal Trade Commission and
certain waiting periods have expired.
The offer and withdrawal rights are currently scheduled to expire at
midnight, New York City time, on Friday, July 12, 1996 unless extended by
Vemco. MacKenzie Partners, Inc. is acting as the Information Agent for the
offer.
