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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: May 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: Thorn Apple Valley, Inc.
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Former Name if Applicable:
N/A
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Address of Principal Executive Office (Number, Street, City, State and Zip Code)
26999 Central Park Boulevard, Suite 300, Southfield, Michigan 48076
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Part II--Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[ X ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period.
(Attach Extra Sheets if Needed)
The Registrant has been unable to complete its Annual Report on Form 10-K
as the Registrant is in the process of finalizing documents which
restructure its loan arrangements with the Company's existing lenders.
The individuals that are responsible for negotiating and preparing these
loan agreements are the same individuals responsible for preparing the
Annual Report on Form 10-K to which this notification relates. Because
of their work on the loan agreements, such individuals were unable to
prepare the Annual Report on Form 10-K by August 29, 1996. The subject
Annual Report on 10-K will be filed on or before September 13, 1996.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of persons to contact in regard to
this notification
Louis Glazier 810 213-1000
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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Thorn Apple Valley, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 29, 1996 By: /s/ Louis Glazier
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Name: Louis Glazier
Title: Executive Vice President-Finance
and Administration
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf of
the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.
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2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the Form will be made a matter of the public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall
be filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form
12b-25 but need not restate information that has been correctly
furnished. The form shall be clearly identified as an amended
notification.
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ATTACHMENT
FORM 12B-25 PART IV (3)
As was announced in a press release dated August 29, 1996, the
Company's net sales for the fiscal year ended May 31, 1996 increased 32.0
percent to $983.1 million from $744.5 million in the prior fiscal year.
Operating income before taxes for the fiscal year ended May 31, 1996 decreased
by $42.8 million to a loss of $34.6 million from income of $8.2 million in the
comparable prior period. Net earnings for the fiscal year ended May 31, 1996
declined to a loss of $21.7 million from net income of $5.3 million in the
comparable prior period.
