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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.
--------------------------
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.
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EXHIBIT 2.2
A. PROT. 1999/27 Formal Copy
NOTARIAL DEED
SHARE PURCHASE AND TRANSFER AGREEMENT
negotiated at Basle/Switzerland on March 8, 1999.
Before me, the undersigned notary
STEPHAN CUENI
with his office in Basle/Switzerland appeared:
1. Dr. jur. Christoph Meyer, born June 14, 1970, assistant professor,
Swiss national, domiciled in CH-4054 Basle, Tessinstrasse 34,
personally known,
not acting for himself, but as an entrusted attorney-in-fact under
exclusion of any personal liability for
NEPTUNO Verwaltungs- und Treuhand-Gesellschaft mit beschrankter
Haftung, a company with limited liability having its corporate seat at
D-50667 Cologne, Unter Sachsenhausen 4, registered in the Commercial
Register at the local court at Cologne under HRB 4847, in accordance
with the attached original power-of-attorney dated March 3, 1997
hereinafter "Seller" -
2. Dr. Hans-Jorg Ziegenhain, born August 9, 1961, attorney-at-law, German
national, domiciled at D-61476 Kronberg, Wilhelm-Bonn-Strasse 6c,
personally known, not acting for himself, but as attorney-in-fact
presenting the originals of hereby certified copies of two
powers-of-attorney dated March 7 and March 4, 1999 (the second
power-of-attorney only to be attached due to the Secretary's
Certificate contained therein) and released from the restrictions
imposed by Section 181 German Civil Code for
a) Venture Verwaltungs GmbH i. Gr., with corporate seat at
D-61118 Bad Vilbel, Wenzel-Jaksch-Strasse 6a, to be registered
in the Commercial Register of the local court of Bad Vilbel,
according to the attached certified copy of the deed of
formation of Venture Germany GmbH and Venture Verwaltungs GmbH
dated March 7, 1999.
- hereinafter "Purchaser" -
b) Venture Holdings Trust, grantor trust under the laws of the
State of Michigan with its seat in 33662 James Pompo Drive,
Fraser, Michigan 48026, U.S.A.
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The notary has explained the conflict of interest rules under Sec. 3 Subsec. 1
No. 7 of the German Notarization Act. The question, whether any conflict in
the meaning of this provision exists has been denied by the deponents.
The deponents, acting as described, asked for the notarization as follows:
SHARE PURCHASE AND TRANSFER AGREEMENT
among
NEPTUNO VERWALTUNGS UND TREUHAND-GESELLSCHAFT MBH,
50667 Cologne
- hereinafter "Seller" -
and
VENTURE VERWALTUNGS GMBH I. GR.,
Wenzel-Jaksch-Strasse 6a,
61118 Bad Vilbel
- hereinafter "Purchaser" -
and
VENTURE HOLDINGS TRUST,
Fraser, Michigan, U.S.A.
PREAMBLE:
The registered capital of Peguform GmbH, Botzingen, registered in the trade
register of the local court at Freiburg/Breisgau, under HRB 1129 amounts to DM
70,000,000. Seller holds a participation of 1% consisting of three quotas in the
nominal amounts of DM 300,000, DM 300,000 and DM 100,000, totalling to DM
700,000 (hereinafter jointly referred to as the "Shares").
ss. 1
Seller hereby sells and transfers the Shares to Purchaser under the conditions
precedent
- - of the transfer of the remaining 99% participation in the registered
capital of Peguform GmbH to Venture Beteiligungs GmbH i. Gr., Wenzel-
Jaksch-Strasse 6a, 61118 Bad Vilbel, and
- - the payment of the purchase price according to Sec. 3. Purchaser
accepts such sale and transfer.
ss. 2
Seller warrants that it is the sole shareholder of the Shares, that the Shares
are not encumbered with any third party rights and that it can fully dispose of
them. The registered capital is fully paid and has not been repaid. Apart from
that, seller does not give any warranties.
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ss. 3
The purchase price is DM 1,881,052 (in words: German Marks one million
eighthundred eightyone thousand fiftytwo). The Purchase Price is payable on the
day of the transfer in accordance with Sec. 1, free of charges to the account of
Seller with Bankhaus Sal. Oppenheim Jr. & Cie., Kommanditgesellschaft auf
Aktien, Koln, Konto Nr.: 13215 (BLZ 370 302 00).
ss. 4
Venture Holdings Trust hereby guarantees Seller the payment of the purchase
price in accordance with Sec. 3 of this Agreement.
ss. 5
Changes of and amendments to this Agreement shall only be valid if done in
writing, unless notarial form is required.
If any provision of this Agreement should be or become invalid or unenforceable,
the validity of the remaining clauses of this Agreement shall not be affected.
Instead of the invalid or unenforceable provision such provision is deemed to
have been agreed between the parties which is an equivalent to the invalid or
unenforceable provision. In the case of gaps, such provision should be deemed as
agreed which would have been agreed on by the parties, if the parties would have
had considered the gap.
This Agreement is governed by the laws of the Federal Republic of Germany.
The costs of this deed and all cost in connection with the Agreement shall be
borne by the Purchaser.
In witness thereof, this Share Purchase and Transfer Agreement was read aloud by
me, the notary to the deponents, approved by the deponents and signed by the
deponents and by me, the notary, who affixed also his official seal.
Basle, this 8th day of March, 1999
(Signatures and Notarial Seal)
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EXHIBIT 2.3
TRUST CONTRIBUTION AGREEMENT
This TRUST CONTRIBUTION AGREEMENT (the "Trust Contribution Agreement")
is made as of the 27th day of May, 1999, by and between Venture Holdings Trust,
a trust organized under Michigan law (the "Trust") and Venture Holdings Company,
LLC, a Michigan limited liability company (the "Successor").
WHEREAS, the Special Advisor of the Trust and the Managing Member of
the Successor have determined it advisable and in the best interests of the
Trust and the Successor that the Trust contribute, assign, transfer, convey and
deliver to the Successor all of its assets, and that the Successor receive such
contribution and, in consideration therefor, agree to assume certain of the
Trust's obligations under financing agreements listed herein;
NOW THEREFORE, in consideration of the premises, the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Trust and the Successor hereby
agree as follows:
A. Contribution of Assets
1. The Trust does hereby contribute, assign, transfer, convey and
deliver unto the Successor all of the Trust's assets, properties, goodwill,
rights, privileges, claims, patents and licenses owned, leased or used by the
Trust, other than its equity interest in the Successor (the "Contributed
Assets"). The Contributed Assets shall include, without limitation, the
following:
(a) Subsidiary Interests. All of the Trust's right, title and
interest in and to all of the equity interests in its subsidiaries
(other than its equity interest in the Successor), including the
Trust's equity interests in Vemco, Inc.; Vemco Leasing, Inc.; Venture
Industries Corporation; Venture Holdings Corporation; Venture Leasing
Company; Venture Mold & Engineering Corporation; Venture Service
Company; Venture Europe, Inc.; Venture EU Corporation, each a Michigan
corporation; and Experience Management LLC, a Michigan limited
liability company.
(b) Insurance Policy. The Trust's interest in the insurance
policy covering the life of Larry J. Winget issued by the Prudential
Insurance Company of America, policy number V1 003 999 (the "Prudential
Policy").
With all the foregoing TO HAVE AND TO HOLD, unto the Successor, its successors
and assigns, FOREVER.
2. The Trust hereby authorizes the Successor to take any and all action
in connection with any of the Contributed Assets, in the name of the Trust or in
its own or any other name.
The Trust hereby warrants, covenants and agrees that it:
(i) is hereby conveying title to the Contributed Assets free
and clear of any and all liabilities, obligations, claims, liens and
encumbrances (whether absolute, accrued, contingent or otherwise),
except those specifically assumed by the Successor hereunder;
(ii) will warrant and defend the contribution of the
Contributed Assets against each and every person or persons claiming
or who claims against any or all of the same; and
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(iii) will take all steps necessary to put the Successor, its
successors or assigns, in actual possession and control of the
Contributed Assets, subject to the security interest of The First
National Bank of Chicago, as Agent, under the Credit Agreement
described below.
3. The Trust hereby covenants that it shall, from time to time, make,
acknowledge, execute and deliver, or cause to be made, acknowledged, executed
and delivered, such instruments, acts, consents, deeds, transfers, assignments,
powers and assurances as the Successor may reasonably require to more
effectively convey, transfer, assign, grant and vest in and to the Successor and
to put the Successor in possession of any of the Contributed Assets being
contributed, conveyed, assigned, granted, transferred and delivered hereunder.
B. Assumption of Liabilities
The Successor hereby agrees as follows:
1. Subject to the limitations contained herein, the Successor hereby
undertakes, assumes and agrees to perform, pay or discharge, to the extent not
heretofore performed, paid or discharged, the Trust's obligations and duties
under the following agreements:
(a) Indenture, dated as of July 1, 1997, as amended by the First
Amendment to Indenture and the Second Amendment to Indenture, each dated as
of May 27, 1999, and as supplemented by the First Supplemental Indenture,
dated as of May 27, 1999, among the Trust, the Subsidiaries of the Trust
named therein and The Huntington National Bank, a national banking
association, as Trustee, relating to the 9 1/2% Senior Notes due 2005.
(b) Credit Agreement, dated as of May 27, 1999, among The First
National Bank of Chicago, as Administrative Agent and Lender, the other
Lenders and co-agents named therein and the Trust.
(c) Indenture, dated as of May 27, 1999, between the Trust and The
Huntington National Bank, a national banking association, as Trustee,
relating to the 11% Senior Notes due 2007.
(d) Indenture, dated as of May 27, 1999, between the Trust and The
Huntington National Bank, a national banking association, as Trustee,
relating to the 12% Senior Subordinated Notes due 2009.
(e) The Prudential Policy.
2. Other than specifically set forth above, the Successor assumes no
obligations or liabilities of the Trust of any kind, nature, character or
description.
C. General
1. This Trust Contribution Agreement is made solely for the benefit of
the Trust, the Successor and their respective permitted successors and assigns,
and not for the benefit of any other party.
2. This Trust Contribution Agreement shall be governed by and construed
in accordance with the laws of the State of Michigan.
[Signatures appear on the next page.]
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IN WITNESS WHEREOF, the parties have caused this Trust Contribution
Agreement to be executed and delivered as of the date first above written.
VENTURE HOLDINGS TRUST
By: /s/ Michael G. Torakis
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Michael G. Torakis, President
VENTURE HOLDINGS COMPANY LLC
By: /s/ James E. Butler
-------------------------------------
James E. Butler, Executive Vice
President
