UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 9)
Thorn Apple Valley
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
885184101
---------------------------------------------------
(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
December 30, 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 11 Pages)
<PAGE>
Schedule 13D
CUSIP NO. 885184101 Page 2 of 11 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
CUSIP NO. 885184101 Page 3 of 11 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 4 of 11 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 5 of 11 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 6 of 11 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 7 of 11 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 8 of 11 Pages
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 9 to Schedule 13D ("Amendment No. 9") 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, Amendment No. 5 dated August
20, 1998, Amendment No. 6 dated October 29, 1998, Amendment No. 7 dated November
18, 1998 and Amendment No. 8 dated December 8, 1998 (collectively, "Amendment
Nos. 1-8") 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. 9 amends the Schedule 13D and Amendment Nos. 1-8
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. 1-8.
This filing of this statement 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.
As of December 30, 1998, DDJ and the DDJ Affiliates beneficially own less
than 5% of the Shares outstanding and from such date will no longer be required
to file. This filing speaks as of December 30, 1998 and does not make any
statements with respect to any day following such date.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is deleted in its entirety and amended as set forth below.
Shares purchased and/or sold by the Funds since December 15, 1998 are set
forth on the attached Schedule B.
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 9 of 11 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., 0 Shares, or approximately 0% 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., 0 Shares, or approximately 0% of the outstanding Shares of the
Company. Kepler Overseas Corp. owns, and DDJ, as investment manager for Kepler
Overseas Corp., beneficially owns 0 Shares or approximately 0% of the Company.
Accordingly, DDJ, as investment manager to the Funds may be deemed to
beneficially own an aggregate of 0 Shares, or approximately 0% of the
outstanding Shares of the Company.
<PAGE>
SCHEDULE 13D
CUSIP No. 885184101 Page 10 of 11 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 11 Pages
SCHEDULE B
===========
THORN APPLE VALLEY
=====================
Set forth below is an itemization of all purchases and sales of Shares of
Common Stock since December 15, 1998. The transactions were made for cash in
open market transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
12/15/98 SALE (7,500) $22,499.23
12/16/98 SALE (3,100) $9,337.81
12/17/98 SALE (4,900) $14,549.50
12/18/98 SALE (2,000) $5,699.80
12/21/98 SALE (6,900) $19,494.31
12/22/98 SALE (12,800) $34,496.06
12/28/98 SALE (6,000) $15,599.45
12/29/98 SALE (13,600) $33,045.86
12/30/98 SALE (316,890) $711,098.08
