UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Thorn Apple Valley
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
885184101
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
October 29, 1998
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(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 12 Pages)
<PAGE>
Schedule 13D
CUSIP NO. 885184101 Page 2 of 12 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 521,940
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 521,940
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
521,940
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
CUSIP NO. 885184101 Page 3 of 12 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 457,650
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 457,650
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 4 of 12 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 457,650
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 457,650
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 5 of 12 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 44,680
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 44,680
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,680
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 6 of 12 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 44,680
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 44,680
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,680
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 7 of 12 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 19,610
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 19,610
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,610
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 8 of 12 Pages
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 6 to Schedule 13D ("Amendment No. 6") should be read in
conjunction with the Schedule 13D dated April 18, 1997, Amendment No. 1 dated
June 17, 1997, Amendment No. 2 dated February 10, 1998, Amendment No. 3 dated
April 3, 1998, Amendment No. 4 dated May 28, 1998 and Amendment No. 5 dated
August 20, 1998 (collectively, "Amendment Nos. 1-5") 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. 6 amends the Schedule 13D and Amendment Nos. 1-5 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 and Amendment Nos. 1-5.
This filing of this Amendment No. 6 is not, and should not be deemed to be,
an admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This statement 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 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 521,940
Shares for cash in the amount of approximately $8,662,253.66 including brokerage
commissions. All of the 44,680 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 457,650 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 19,610 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 September 3, 1998 are set
forth on the attached Schedule B.
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 9 of 12 Pages
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., 457,650 Shares, or approximately 7.5% 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., 44,680 Shares, or approximately .7% of the
outstanding Shares of the Company. Kepler Overseas Corp. owns, and DDJ, as
investment manager for Kepler Overseas Corp., beneficially owns 19,610 Shares or
approximately .3% of the Company. Accordingly, DDJ, as investment manager to
the Funds may be deemed to beneficially own an aggregate of 521,940 Shares, or
approximately 8.5% of the outstanding Shares of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Not Applicable.
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 10 of 12 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 / Wendy Schnipper Clayton
-------------------------------------------
Wendy Schnipper Clayton
Attorney-In-Fact*
*Limited Power of Attorney filed with the SEC on September 3, 1998.
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 11 of 12 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 02482-7910, except that the
principal address of DDJ Overseas Corporation, Kepler Overseas Corp., Mr. Austin
and Mr. Hunter is set forth in Item 2. Mr. Breazzano and Ms. Mencher are U. S.
citizens. Mr. Austin and Mr. Hunter are Cayman Islands citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
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 12 of 12 Pages
SCHEDULE B
===========
THORN APPLE VALLEY
=====================
Set forth below is an itemization of all purchases and sales of Shares of
Common Stock since September 3, 1998. The transactions were made for cash in
open market transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
9/3/98 SALE (1,000) $7,594.72
9/21/98 SALE (5,000) $33,748.87
9/29/98 SALE (8,000) $51,758.26
9/30/98 SALE (100) $640.72
10/13/98 SALE (13,000) $61,597.92
10/14/98 SALE (5,000) $24,224.17
10/15/98 SALE (1,000) $4,844.82
10/20/98 SALE (90) $436.03
10/20/98 SALE (70) $339.14
10/20/98 SALE (800) $3,875.86
10/20/98 SALE (40) $193.79
10/20/98 SALE (1,000) $4,844.82
10/21/98 SALE (3,300) $15,413.11
10/22/98 SALE (5,200) $23,405.70
10/23/98 SALE (1,500) $6,892.25
10/26/98 SALE (3,900) $19,119.87
10/27/98 SALE (7,800) $39,015.06
10/28/98 SALE (2,500) $12,424.57
10/29/98 SALE (5,000) $24,061.67
10/30/98 SALE (2,500) $9,924.65
11/2/98 SALE (600) $2,549.90
