<PAGE>
CUSIP NO. 885185101
FILED PURSUANT TO REGULATION S-T RULE 101(A)(2)(II).
THE INITIAL FILING AND PREVIOUS AMENDMENTS ARE ATTACHED
AS APPENDICES A AND B, RESPECTIVELY.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Thorn Apple Valley
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
885184101
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cover
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
CUSIP No. 885184101
---------
__________________________________________________________
1) Name of Reporting Person SAFECO Common Stock Trust
S.S. or I.R.S. Identifica-
tion No. of Above Person
_______________________________________________________________
2) Check the Appropriate Box (a)
if a Member of a Group ___________________________
(See Instructions) (b)
_______________________________________________________________
3) SEC Use Only
_______________________________________________________________
4) Citizenship or Place of State of Delaware
Organization
_______________________________________________________________
Number of (5) Sole Voting 0
Shares Bene- Power
ficially
Owned by _______________________________________________
Each Reporting (6) Shared Voting 313,000
Person With Power
_______________________________________________
(7) Sole Disposi-
tive Power 0
_______________________________________________
(8) Shared 313,000
Dispositive
Power
_______________________________________________________________
9) Aggregate Amount Bene- 313,000
ficially Owned by
Reporting Person
_______________________________________________________________
10) Check if the Aggregate
Amount in Row (9) Excludes
Certain Shares (See
Instructions)
_______________________________________________________________
11) Percent of Class
Represented by Amount 5.4%
in Row 9
_______________________________________________________________
12) Type of Reporting Person IV
(See Instructions)
_______________________________________________________________
Page 2 of 7 Pages
<PAGE>
CUSIP No. 885184101
---------
______________________________________________________________
1) Name of Reporting Person SAFECO Asset Management Company
S.S. or I.R.S. Identifica-
tion No. of Above Person
_______________________________________________________________
2) Check the Appropriate Box (a)
if a Member of a Group ___________________________
(See Instructions) (b)
_______________________________________________________________
3) SEC Use Only
_______________________________________________________________
4) Citizenship or Place of State of Washington
Organization
_______________________________________________________________
Number of (5) Sole Voting 0
Shares Bene- Power
ficially ________________________________________________
Owned by
Each Reporting (6) Shared Voting 405,000
Person With Power
_______________________________________________
(7) Sole Disposi-
tive Power 0
_______________________________________________
(8) Shared 405,000
Dispositive
Power
_______________________________________________________________
9) Aggregate Amount Bene- 405,000(1)
ficially Owned by
Reporting Person
_______________________________________________________________
10) Check if the Aggregate
Amount in Row (9) Excludes
Certain Shares (See
Instructions)
_______________________________________________________________
11) Percent of Class
Represented by Amount 7.0%
in Row 9
_______________________________________________________________
12) Type of Reporting Person IA
(See Instructions)
______________________________________________________________
- ---------------
(1) The Reporting Person disclaims any beneficial ownership of the shares
reported on this joint 13G.
Page 3 of 7 Pages
<PAGE>
CUSIP No. 885184101
---------
1) Name of Reporting Person SAFECO Corporation
S.S. or I.R.S. Identifica-
tion No. of Above Person
_______________________________________________________________
2) Check the Appropriate Box (a)
if a Member of a Group ___________________________
(See Instructions) (b)
_______________________________________________________________
3) SEC Use Only
_______________________________________________________________
4) Citizenship or Place of State of Washington
Organization
_______________________________________________________________
Number of (5) Sole Voting 0
Shares Bene- Power
ficially ________________________________________________
Owned by
Each Reporting (6) Shared Voting 405,000
Person With Power
_______________________________________________
(7) Sole Disposi-
tive Power 0
_______________________________________________
(8) Shared 405,000
Dispositive
Power
_______________________________________________________________
9) Aggregate Amount Bene- 405,000(2)
ficially Owned by
Reporting Person
_______________________________________________________________
10) Check if the Aggregate
Amount in Row (9) Excludes
Certain Shares (See
Instructions)
_______________________________________________________________
11) Percent of Class
Represented by Amount 7.0%
in Row 9
_______________________________________________________________
12) Type of Reporting Person HC
(See Instructions)
- ---------------
(2) The Reporting Person disclaims any beneficial ownership of the shares
reported on this joint 13G.
Page 4 of 7 Pages
<PAGE>
CUSIP No. 885184101
---------
Item 1(a). Name of Issuer:
See front cover page.
Item 1(b). Address of Issuer's Principal Executive Offices:
18700 West Ten Mile Road
Southfield, MI 48075
Item 2(a). Name of Person(s) Filing:
See Item 1 on cover page (pp 2-4).
Item 2(b). Address of Principal Business Office or, If None,
Residence:
SAFECO Plaza
Seattle, WA 98185
Item 2(c). Citizenship:
See Item 4 on cover page (pp 2-4).
Item 2(d). Title of Class of Securities:
See front cover page.
Item 2(e). CUSIP Number:
See front cover page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-
2(b), check whether the persons filing are:
(a) ( ) Broker or Dealer registered under Section 15 of
the Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act.
(d) (X) Investment Company registered under Section 8 of the
Investment Company Act.
(e) (X) Investment Advisor registered under Section 203 of the
Investment Advisers Act of 1940.
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to
provisions of Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g) (X) Parent Holding Company in accordance with Rule 13d-
1(b)(ii)(G).
(h) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Page 5 of 7 Pages
<PAGE>
CUSIP No. 885184101
---------
Item 4. Ownership:
Items (a) through (c)
See Items 1 and 5-11 of the cover page (pp 2-4).
The reporting persons expressly declare that the filing of this statement
on Schedule 13G shall not be construed as an admission that they are, for
the purposes of Section 13(d) or 13(g) of the Securities and Exchange Act
of 1934, the beneficial owners of any securities covered by this statement.
Item 5. Ownership of 5% or Less of a Class:
Not applicable.
Item 6. Ownership of More than 5% on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company.
SAFECO Asset Management Company is the subsidiary which SAFECO Corporation
is reporting on as the parent holding company. SAFECO Asset Management
Company is an IA as specified in Item 12 on the cover page (p 3).
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Page 6 of 7 Pages
<PAGE>
Exhibits.
The statement required by Rule 13d-1(f) is attached as Exhibit A.
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.
Date ___________________ SAFECO Common Stock Trust
By _____________________________
Ronald L. Spaulding, Treasurer
SAFECO Corporation
By _____________________________
Ronald L. Spaulding, Treasurer
SAFECO Asset Management Company
By _____________________________
Neal A. Fuller, Secretary
Page 7 of 7 Pages
<PAGE>
EXHIBIT A
Agreement for Filing Schedule 13-G
Pursuant to the requirements of Regulation 13d-1(f), SAFECO Corporation and
SAFECO Asset Management Company each agree that Schedule 13-G filed by them with
regard to Thorn Apple Valley common stock is filed on behalf of each of them.
Date ________________________ SAFECO Common Stock Trust
SAFECO Corporation
By _____________________________
Ronald L. Spaulding, Treasurer
SAFECO Asset Management Company
By _____________________________
Neal A. Fuller, Secretary
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13 G
Under the Securities Exchange Act of 1934
Thorn Apple Valley
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
885184101
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cover
(Continued on following page(s))
Page 1 of 8 Pages
<PAGE>
CUSIP No. 885184101
---------
1) Names of Reporting Persons
S.S. or I.R.S. Identifica- SAFECO Asset Management Co.
tion Nos. of Above Persons SAFECO Corporation
_______________________________________________________________
2) Check the Appropriate Box (a)
if a Member of a Group ___________________________
(See Instructions) (b)
_______________________________________________________________
3) SEC Use Only
_______________________________________________________________
4) Citizenship or Place of State of Washington - SAFECO
Organization Asset Management Company
State of Washington - SAFECO
Corporation
________________________________________________________________
Number of (5) Sole Voting 75,000 - SAFECO Asset
Shares Bene- Power Management Co.
ficially
Owned by 0 - SAFECO Corporation
________________________________________________
Each Reporting (6) Shared Voting 285,000 - SAFECO Asset
Person With Power Management Co. and
SAFECO Growth Fund,
Inc. (non-reporting
person) share
voting power for
285,000 shares
0 - SAFECO Corporation
_______________________________________________
(7) Sole Disposi-
tive Power 0
_______________________________________________
(8) Shared 285,000 - SAFECO Asset
Dispositive Management Co. and
Power SAFECO Growth Fund, Inc. (non-
reporting person) share dis-
positive power for 285,000
shares
Cover (continued)
- 2 -
<PAGE>
_________________________________________________
(8) Shared 75,000 - SAFECO Asset
Dispositive Management Company
Power (continued) and Western Metals
Small Cap Account
(non-reporting
person) share
dispositive power
for 75,000 shares
0 - SAFECO Corporation
_______________________________________________________________
9) Aggregate Amount Bene- 360,000 - SAFECO Asset
ficially Owned by Each Management Co.
Reporting Person 0 - SAFECO Corporation
_______________________________________________________________
10) Check if the Aggregate
Amount in Row (9) Excludes
Certain Shares (See
Instructions)
_______________________________________________________________
11) Percent of Class
Represented by Amount 6.0%
in Row 9
_______________________________________________________________
12) Type of Reporting Person IA - SAFECO Asset Management Co.
(See Instructions) HC - SAFECO Corporation
_______________________________________________________________
Cover (continued)
- 3 -
<PAGE>
Item 1(a). Name of Issuer:
See front cover page.
Item 1(b). Address of Issuer's Principal Executive Offices:
18700 West Ten Mile Road
Southfield, Michigan 48075
Item 2(a). Name of Person(s) Filing:
See Item 1 on cover - page 2.
Item 2(b). Address of Principal Business Office or, If None,
Residence:
SAFECO Plaza
Seattle, WA 98185
Item 2(c). Citizenship:
See Item 4 on cover - page 2.
Item 2(d). Title of Class of Securities:
See front cover page.
Item 2(e). CUSIP Number:
See front cover page.
Item 3. This statement is filed pursuant to rule 13d-1(b)(1)(ii)(E) and (G)
(on behalf of a registered investment adviser and its parent holding
company). For classification of the filing person(s) see Item 12 on the
cover - page 3.
Item 4. Ownership:
Items (a) and (b): See Items 9 and 11 of the cover - page 3.
Item (c): SAFECO Asset Management Co., as a registered investment adviser,
has shared power with SAFECO Growth Fund, Inc. to vote or direct the vote
and a shared power to dispose or to direct disposition of 285,000 shares
(4.8%) of the common stock of Thorn Apple Valley. SAFECO Asset Management
Company, as an investment adviser to Western Metals Small Cap Account, has
sole power to vote or direct the vote of 75,000 shares (1.2%) of Thorn
Apple Valley's
- 4 -
<PAGE>
common stock and has shared power to dispose or direct the disposition of
those shares. SAFECO Growth Fund, Inc. and Western Metals Small Cap
Account are not reporting persons since each owns less than 5% of Thorn
Apple Valley's common stock. SAFECO Corporation, which is the parent
holding company of SAFECO Asset Management Co., has no power to vote or
direct the vote nor to dispose of or direct the disposition of any of the
shares.
Item 5. Ownership of 5% or Less of a Class:
Not applicable.
Item 6. Ownership of More than 5% on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
SAFECO Asset Management Company is the subsidiary which SAFECO Corporation
is reporting on as the parent holding company. SAFECO Asset Management
Company is an IA as specified in Item 12 on the cover - page 3.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
- 5 -
<PAGE>
Exhibits.
The statement required by Rule 13d-1(f) is attached as Exhibit A.
- 6 -
<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.
Date _______________________ SAFECO Asset Management Co.
By _____________________________
Elna A. Thomson, Secretary
SAFECO Corporation
By _____________________________
Richard W. Hubbard, Treasurer
- 7 -
<PAGE>
EXHIBIT A
Agreement for Filing Schedule 13-G
Pursuant to the requirements of Regulation 13d-1(f), SAFECO Corporation and
SAFECO Asset Management Company each agree that Schedule 13-G filed by them with
regard to Thorn Apple Valley common stock is filed on behalf of each of them.
Date ________________________
SAFECO Asset Management Co.
By _______________________________
Elna A. Thomson, Secretary
SAFECO Corporation
By ______________________________
Richard W. Hubbard, Treasurer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13 G
Under the Securities Exchange Act of 1934
(Amendment No.1)
Thorn Apple Valley
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
885184101
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cover
(Continued on following page(s))
Page 1 of 6 Pages
<PAGE>
CUSIP No. 885184101
---------
______________________________________________________________
1) Names of Reporting Persons SAFECO Common Stock Trust
S.S. or I.R.S. Identifica- (formerly, SAFECO Growth
tion Nos. of Above Persons Fund, Inc.)
SAFECO Asset Management Co.
SAFECO Corporation
_______________________________________________________________
2) Check the Appropriate Box (a)
if a Member of a Group ___________________________
(See Instructions) (b)
_______________________________________________________________
3) SEC Use Only
_______________________________________________________________
4) Citizenship or Place of State of Delaware - SAFECO
Organization Common Stock Trust
State of Washington - SAFECO
Asset Management Company
State of Washington - SAFECO
Corporation
_______________________________________________________________
Number of (5) Sole Voting
Shares Bene- Power 0
ficially
Owned by _______________________________________________
Each Reporting (6) Shared Voting 390,000 - SAFECO Common Stock
Person With Power Trust and SAFECO
Asset Management Co.
share voting power
for 390,000 shares
0 - SAFECO Corporation
_______________________________________________
(7) Sole Disposi-
tive Power 0
_______________________________________________
(8) Shared 390,000 - SAFECO Common Stock
Dispositive Trust and SAFECO
Power Asset Management Co.
share dispositive
power for 390,000
shares
0 - SAFECO Corporation
_________________________________________________________________
Cover (continued)
2
<PAGE>
_______________________________________________________________
9) Aggregate Amount Bene- 390,000 - Aggregate for SAFECO
ficially Owned by Each Common Stock Trust
Reporting Person and SAFECO Asset
Management Co.
0 - SAFECO Corporation
_______________________________________________________________
10) Check if the Aggregate
Amount in Row (9) Excludes
Certain Shares (See
Instructions)
_______________________________________________________________
11) Percent of Class
Represented by Amount 6.6%
in Row 9
_______________________________________________________________
12) Type of Reporting Person IV - SAFECO Common Stock Trust
(See Instructions) IA - SAFECO Asset Management Co.
HC - SAFECO Corporation
_______________________________________________________________
Item 1(a). Name of Issuer:
See front cover page.
Item 1(b). Address of Issuer's Principal Executive Offices:
18700 West Ten Mile Road
Southfield, MI 48075
Item 2(a). Name of Person(s) Filing:
See Item 1 on cover - page 2
Item 2(b). Address of Principal Business Office or, If None,
Residence:
SAFECO Plaza
Seattle, WA 98185
Item 2(c). Citizenship:
See Item 4 on cover - page 2.
Item 2(d). Title of Class of Securities:
See front cover page.
3
<PAGE>
Item 2(e). CUSIP Number:
See front cover page.
Item 3. This statement is filed pursuant to rule 13d- 1(b)(1)(ii)(E) and (G)
(on behalf of a registered investment company, its registered investment adviser
and the adviser's parent holding company). For classification of the filing
person(s) see Item 12 on the cover - page 2.
Item 4. Ownership:
Items (a) and (b): See Items 9 and 11 of the cover - page 2.
Item (c): SAFECO Common Stock Trust and its investment adviser, SAFECO
Asset Management Co., have shared power to vote or to direct the vote and a
shared power to dispose or to direct disposition of 390,000 shares (6.6%)
of common stock of Thorn Apple Valley. Specifically, SAM shares voting and
disposition power for 310,000 shares (5.2%) with SAFECO Common Stock
Trust's Growth Fund and 5,000 shares (.08%) with SAFECO Resource Series
Trust's Growth Portfolio. SAM, as an investment adviser to Western Metals
Small Cap account, has sole power to vote or direct the vote of 75,000
shares (1.3%) of Thorn Apple Valley's common stock and has shared power to
dispose of or direct the disposition of those shares. WMI SCap and SAFECO
Resource Series Trust are not reporting persons since each owns less than
5% of Thorn Apple Valley's common stock. SAFECO Corporation, which is the
parent holding company of SAFECO Asset Management Co., has no power to vote
or direct the vote nor to dispose of or direct the disposition of any of
the shares.
Item 5. Ownership of 5% or Less of a Class:
Not applicable.
Item 6. Ownership of More than 5% on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
SAFECO Asset Management Company is the subsidiary which SAFECO Corporation
is reporting on as the parent holding company. SAFECO Asset Management
Company is an IA as specified in Item 12 on the cover - page 2.
4
<PAGE>
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Exhibits.
The statement required by Rule 13d-1(f) is attached as Exhibit A.
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.
Date _______________________ SAFECO Asset Management Co.
By _____________________________
Elna A. Thomson, Secretary
SAFECO Common Stock Trust
SAFECO Corporation
By _____________________________
Richard W. Hubbard, Treasurer
5
<PAGE>
EXHIBIT A
Agreement for Filing Schedule 13-G
Pursuant to the requirements of Regulation 13d-1(f), SAFECO Corporation and
SAFECO Asset Management Company each agree that Schedule 13-G filed by them with
regard to Thorn Apple Valley common stock is filed on behalf of each of them.
Date ________________________ SAFECO Asset Management Co.
By____________________________
Elna A. Thomson, Secretary
SAFECO Common Stock Trust
SAFECO Corporation
By ___________________________
Richard W. Hubbard, Treasurer
