-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pz0Maqk4D+7S1M0wU0NWLl7GDtDC3Yi8X3E6iwJsW4LiooxUsbQ0stnRxmiQWjMG /SbR+Dmwc3Y0hmUJngBiCg== 0000913569-96-000155.txt : 19960903 0000913569-96-000155.hdr.sgml : 19960903 ACCESSION NUMBER: 0000913569-96-000155 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960830 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAILEY CORP CENTRAL INDEX KEY: 0000753237 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133229215 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39527 FILM NUMBER: 96624026 BUSINESS ADDRESS: STREET 1: 700 LAFAYETTE RD STREET 2: P O BOX 307 CITY: SEABROOK STATE: NH ZIP: 03874 BUSINESS PHONE: 6034743011 MAIL ADDRESS: STREET 2: 700 LAFAYETTE RD CITY: SEABROOK STATE: NH ZIP: 03874 FORMER COMPANY: FORMER CONFORMED NAME: EDUTECH VENTURES INC DATE OF NAME CHANGE: 19860205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VEMCO ACQUISITION CORP CENTRAL INDEX KEY: 0001015123 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 33662 JAMES J POMPO CITY: FRASER STATE: MI ZIP: 48026 BUSINESS PHONE: 8102941500 MAIL ADDRESS: STREET 1: 33662 JAMES J POMPO CITY: FRASER STATE: MI ZIP: 48026 SC 14D1/A 1 AMENDMENT TO SCHEDULE 14D-1 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 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 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 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----