UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Thorn Apple Valley
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
885184101
---------------------------------------------------
(CUSIP Number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
April 3, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 13 Pages)
<PAGE>
Schedule 13D
CUSIP NO. 885184101 Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 585,540
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 585,540
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,540
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
CUSIP NO. 885184101 Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corp.
98-0151108
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 443,380
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 443,380
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
443,380
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 443,380
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 443,380
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
443,380
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 5 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Copernicus Fund, L.P.
04-3193825
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 114,960
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 114,960
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,960
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 6 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus, LLC
04-3304417
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 114,960
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 114,960
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,960
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 7 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kepler Overseas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 27,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,200
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 8 of 13 Pages
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") should be read in
conjunction with the Schedule 13D dated April 18, 1997 ("Schedule 13D"),
Amendment No. 1 dated June 17, 1997 ("Amendment No. 1) and Amendment No. 2 dated
February 10, 1998 ("Amendment No. 2") each as filed with the Securities and
Exchange Commission by DDJ Capital Management, LLC, a Massachusetts limited
liability company, and certain affiliates. This Amendment No. 3 amends the
Schedule 13D, Amendment No. 1 and Amendment No. 2 only with respect to those
items listed below. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto on the Schedule 13D, Amendment No. 1 or
Amendment No. 2.
This filing of this Amendment No. 3 is not, and should be deemed to be, an
admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This Amendment No. 3 relates to shares of the common stock, par value of
$.01 per share, (the "Shares") of Thorn Apple Valley, a Michigan corporation,
(the "Company"). The principal executive offices of the Company are located at
26999 Central Park Blvd., Suite 300, Southfield, MI 48076.
ITEM 2. IDENTITY AND BACKGROUND:
First and second paragraphs in Item 2 are deleted and amended as set forth
below.
This statement is being filed jointly by DDJ Capital Management, LLC.
("DDJ"), a Massachusetts limited liability company, DDJ Overseas Corporation., a
Cayman Islands corporation, DDJ Galileo, LLC, a Massachusetts limited liability
company, Kepler Overseas Corp., a Cayman Islands corporation, The Copernicus
Fund, L.P., a Delaware limited partnership and DDJ Copernicus, LLC, a
Massachusetts limited liability company. Each of the aforementioned entities
shall be collectively referred to as the "DDJ Affiliates". DDJ Copernicus, LLC
is the general partner of, and DDJ is the investment manager for, The Copernicus
Fund, L.P. DDJ Galileo, LLC owns all of the voting securities of, and DDJ is
the investment manager for, DDJ Overseas Corp. DDJ is also the investment
manager for Kepler Overseas Corp.
The Shares described herein are owned by one or more of The Copernicus
Fund, L.P., DDJ Overseas Corporation, Kepler Overseas Corp. (jointly, the
"Funds"). The principal office of each of DDJ and the DDJ Affiliates, with the
exception of DDJ Overseas Corp. and Kepler
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 9 of 13 Pages
Overseas Corp., are located at 141 Linden Street, Suite 4, Wellesley,
Massachusetts 02181. The principal office of DDJ Overseas Corp. and Kepler
Overseas Corp. is: c/o Goldman Sachs (Cayman), Harbour Centre, George Town, Post
Office Box 896, Grand Cayman Islands.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is deleted in its entirety and amended as set forth below.
The Funds which own or owned Shares purchased an aggregate of 585,540
Shares for cash in the amount of approximately $9,913,487.34 including brokerage
commissions. All of the 114,960 Shares owned by The Copernicus Fund, L.P. were
purchased for cash or on margin pursuant to a typical customer margin agreement
with Goldman Sachs & Co.; all of the 443,380 Shares owned by DDJ Overseas Corp.
were purchased for cash or on margin pursuant to a typical customer margin
agreement with Goldman Sachs & Co. and all of the 27,200 Shares owned by Kepler
Overseas Corp. were purchased for cash or on margin pursuant to a typical
customer margin agreement with Goldman Sachs & Co.
Shares purchased and/or sold by the Funds since February 14, 1998 are set
forth on the attached Schedule B.
ITEM 4. PURPOSE OF TRANSACTION:
First and second paragraphs in Item 2 are deleted and amended as set forth
below.
The Shares were purchased in order to acquire an equity interest in the
Company in pursuit of specified investment objectives established by the
investors in the Funds. DDJ and the DDJ Affiliates may continue to have the
Funds purchase Shares subject to a number of factors, including, among others,
the availability of Shares for sale at what they consider to be reasonable
prices and other investment opportunities that may be available to the Funds.
DDJ and the DDJ Affiliates intend to review continuously the equity
position of the Funds in the Company. Depending upon future evaluations of the
business prospects of the Company and upon other developments, including, but
not limited to, general economic and business conditions and money market and
stock market conditions, DDJ and the DDJ Affiliates may determine to cease
making additional purchases of Shares or to increase or decrease the equity
interest in the Company by acquiring additional Shares, or by disposing of all
or a portion of the Shares.
Schedule 13D
CUSIP NO. 885184101 Page 10 of 14 Pages
including, but not limited to, general economic and business conditions and
money market and stock market conditions, DDJ and the DDJ Affiliates may
determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Paragraph (a) is deleted in its entirety and amended as set forth below.
(a) DDJ Overseas Corp. owns, and DDJ Galileo, LLC and DDJ beneficially own
as majority shareholder and investment manager, respectively, of DDJ Overseas
Corp. 443,380 Shares, or approximately 7.2% of the outstanding Shares of the
Company. The Copernicus Fund, L.P. owns, and DDJ Copernicus, LLC and DDJ
beneficially own, as general partner and investment manager, respectively, of
The Copernicus Fund, L.P. 114,960 Shares, or approximately 1.9 of the
outstanding Shares of the Company. Kepler Overseas Corp. owns, and DDJ, as
investment manager for Kepler Overseas Corp. beneficially owns 27,200 Shares or
approximately .4% of the Company. Accordingly, DDJ, as investment manager to
the Funds may be deemed to beneficially own an aggregate of 585,540 Shares, or
approximately 9.6% of the outstanding Shares of the Company.
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 10 of 13 Pages
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.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ Judy K. Mencher
--------------------------------
Judy K. Mencher
Member
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 11 of 13 Pages
SCHEDULE A
===========
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02181, except that the principal
address of DDJ Overseas Corporation, Kepler Overseas Corp., Mr. Austin and Mr.
Hunter is set forth in Item 2. Mr. Harmetz, Mr. Breazzano and Ms. Mencher are
U. S. citizens. Mr. Austin and Mr. Hunter are Cayman Islands citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC
and DDJ Copernicus, LLC
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC
and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC,
DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corporation and Director of Kepler Overseas Corp.
Michael Austin Director of DDJ Overseas Corporation, Director of Kepler
Overseas Corp.; Corporate Director
Dennis Hunter Director of Kepler Overseas Corporation; Managing Director
of Queensgate Bank
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 13 of 13 Pages
SCHEDULE B
===========
THORN APPLE VALLEY
=====================
Set forth below is an itemization of all purchases and sales of Shares of
Common Stock since February 14, 1998. The transactions were made for cash in
open market transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
2/19/98 PURCHASE 1,500 $23,295.00
2/24/98 PURCHASE 5,600 $86,186.81
2/26/98 PURCHASE 500 $8,202.50
2/27/98 PURCHASE 19,400 $325,791.88
3/2/98 PURCHASE 200 $3,456.00
3/3/98 PURCHASE 200 $3,456.00
3/6/98 PURCHASE 2,500 $43,515.00
3/9/98 PURCHASE 400 $7,262.00
3/10/98 PURCHASE 4,000 $73,095.20
3/11/98 PURCHASE 4,500 $83,259.90
3/12/98 PURCHASE 3,500 $63,354.90
3/16/98 PURCHASE 3,500 $63,042.36
3/17/98 PURCHASE 3,000 $52,715.10
3/18/98 PURCHASE 1,000 $17,280.00
3/23/98 PURCHASE 1,000 $17,280.00
3/25/98 PURCHASE 11,500 $186,595.55
3/26/98 SALE (5,000) ($82,347.24)
4/3/98 PURCHASE 4,100 $66,447.88
4/7/98 PURCHASE 1,000 $15,655.00
