SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
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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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 22, 1996, Vemco Acquisition Corp. issued a press release, a
copy of which is attached hereto as Exhibit (a)(16) and is incorporated
herein by reference, relating to the extension of the Offer until 6:00 p.m.
on Friday, July 26, 1996.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(16) Text of Press Release, dated July 22, 1996, issued by Vemco
Acquisition Corp.
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 23, 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
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(a)(16) Text of Press Release, dated July 22, 1996, issued by Vemco
Acquisition Corp.
Exhibit (a)(16)
CONTACTS:
James E. Butler
Venture Industries
(810) 790-4708
Grace Protos
MacKenzie Partners, Inc.
(212) 929-5500
FOR IMMEDIATE RELEASE:
VEMCO ACQUISITION CORP. FURTHER EXTENDS TENDER
OFFER FOR BAILEY CORPORATION
FRASER, MI, July 22, 1996 -- Vemco Acquisition Corp. ("Vemco") announced
today that Vemco has extended its offer to purchase all of the shares of
common stock of Bailey Corporation ("Bailey")(NASDAQ:BAIB) until 6:00 p.m.
(New York City time) on Friday, July 26, 1996. The offer was scheduled to
expire at 6:00 p.m. on July 19, 1996.
The offer is being extended in order to allow Vemco's parent, Venture
Holdings Trust ("Holdings") to finalize the financing necessary to
comsummate the offer and complete arrangements to remove objections to the
financing raised by certain holders of Holdings' 9-3/4% Secured
Subordinated Debentures Due 2004.
Vemco commenced its offer to purchase all outstanding shares of Bailey at a
price of $8.75, net to the seller in cash, without interest, on June 11,
1996. As of 6:00 p.m. on July 19, 1996, 5,266,868 shares had been validly
tendered and not withdrawn (including 319,922 shares subject to guaranteed
delivery procedures). The tendered shares constitute approximately 98% of
the outstanding common stock of Bailey Corporation.
MacKenzie Partners, Inc., is acting as Information Agent for the Offer.
