<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 1, 1996
---------------------------------------------------------
[ ] 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:
------------------------------------------
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PART I--REGISTRANT INFORMATION
- -------------------------------------------------------------------------------
Full Name of Registrant: Thorn Apple Valley, Inc.
- -------------------------------------------------------------------------------
Former Name if Applicable:
N/A
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Number, Street, City, State and Zip Code)
26999 Central Park Boulevard, Suite 300, Southfield, Michigan 48076
- -------------------------------------------------------------------------------
<PAGE> 2
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.
PART III--NARRATIVE
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 quarterly financial
statements as the Registrant was unable to secure, on a timely basis,
necessary information from certain of its lenders regarding the
Registrant's credit facilities. Such information is necessary for the
Registrant to finalize its quarterly financial statements. The
Registrant expects to secure such information such that the subject Form
10-Q can be filed on or before April 22, 1996.
PART IV--OTHER INFORMATION
------------------------------------------------------------------------
(1) Name and telephone number of persons to contact in regard to this
notification
Louis Glazier 810 213-1000
------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
<PAGE> 3
(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.
- -------------------------------------------------------------------------------
Thorn Apple Valley, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 15, 1996 By: /s/ Louis Glazier
------------------------- -------------------------------------
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.
- -------------------------------------------------------------------------------
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
- -------------------------------------------------------------------------------
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.
<PAGE> 4
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.
<PAGE> 5
ATTACHMENT
FORM 12b-25 PART IV (3)
As was previously announced in a press release dated April 4, 1996, the
Company's net sales for the third quarter ended March 1, 1996 increased 39.9
percent to $228.8 million from $163.6 million in the prior year third quarter.
Operating income before taxes decreased by $4.6 million to a loss of $5.5
million from a loss of $0.9 million in the comparable prior period. Net
earnings declined to a loss of $3.6 million from a net loss of $0.5 million in
the comparable prior period.
