SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Thorn Apple Valley, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
885184-10-1
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(CUSIP Number)
Sheila B. Hagen, Vice President and General Counsel, IBP, inc., P. O.
Box 515, IBP Avenue, Dakota City, NE 68731 Telephone: (402) 241-3827
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 10, 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 that is the subject of this Schedule
13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-
1(f) or 240.13d-1(g), check the following box. /_/
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP NO. 885184-10-1 Page 2 of 5 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
IBP, inc.
IRS Identification No.: 42-0838666
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /__/
(b) /__/
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3
SEC USE ONLY
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4
SOURCE OF FUNDS (See Instructions)
WC
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) /__/
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6
CITZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
SOLE VOTING POWER
As of 3/31/99 714,285 shares that IBP has the right to acquire
pursuant to a convertible debenture (See Items 3 and 5)
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8
SHARED VOTING POWER
-0-
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9
SOLE DISPOSITIVE POWER
As of 3/31/99 714,285 shares that IBP has the right to acquire
pursuant to a convertible debenture (See Items 3 and 5)
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10
SHARE DISPOSITIVE POWER
-0-
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
As of 3/29/97 714,285 shares (See Items 3 and 5)
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
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13
PERCENT OF CLASS REPORTED BY AMOUNT IN ROW (11)
11.6% on 3/29/99 (See Items 3 and 5)
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14
TYPE OF REPORTING PERSON
CO
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CUSIP NO. 885184-10-1 Page 3 of 5 pages
IBP, inc.
Statement Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
Item 1. Security and Issuer.
This statement relates to the common stock, $.10 par
value, of Thorn Apple Valley, Inc., a Michigan corporation
("Issuer"), located at 26999 Central Park, Suite 300,
Southfield, MI 48076.
Item 2. Identity and Background.
The person filing this Statement is IBP, inc., a Delaware
corporation ("IBP"), located at 800 Stevens Port Drive, Dakota
Dunes, SD 57049. IBP is the world's largest producer of fresh
and frozen meat, with beef and pork plants located throughout
the United States.
The following individuals are the executive officers and
directors of IBP, inc. (one asterisk indicates a director and
officer, and two asterisks indicates a director), each is a
citizen of the United States:
Name Present Principal Occupation Business Address
or Employment
Robert L. Peterson* Chairman and CEO, 800 Stevens Port Drive
IBP, inc. Dakota Dunes, SD 57049
Richard L. Bond* President and COO 800 Stevens Port Drive
IBP, inc. Dakota Dunes, SD 57049
Eugene D. Leman* President, Fresh Meats 800 Stevens Port Drive
IBP, inc. Dakota Dunes, SD 57049
Larry Shipley President, IBP Enterprises 800 Stevens Port Drive
IBP, inc. Dakota Dunes, SD 57049
Craig J. Hart Vice President and Controller 800 Stevens Port Drive
IBP, inc. Dakota Dunes, SD 57049
John S. Chalsty ** Chairman 277 Park Avenue, 17th Floor
Donaldson, Lufkin &
Jenrette, Inc.
New York, NY 10172
Wendy L. Gramm** Director, Regulatory Studies P.O. Box 39134
George Mason University Washington, D.C. 20016
CUSIP NO. 885184-10-1 Page 4 of 5 Pages
John J. Jacobson, Jr.** President P.O. Box 411098
TransAm Trucking, Inc. Kansas City, MO 64141
Martin A. Massengale** President Emeritus 220 Keim Hall
University of Nebraska Lincoln, NE 68583-0953
Michael L. Sanem** Self-employed cattle feeder P.O. Box 1555
Estes Park, CO 80517
JoAnn R. Smith** President, Smith Associates 16115 NW HWY 320
Micanopy, FL 32667
Dale C. Tinstman** Consultant 40 Bishop Square
Lincoln, NE 68502
Neither IBP, nor to IBP's knowledge, any executive
officer or director listed above has during the past five
years been convicted in any criminal proceeding or any
proceeding involving federal or state securities laws.
Item 3. Source and Amount of Funds or Other Consideration.
Since August 20, 1998 IBP has made purchases of the
Issuers Common Stock on the open market (NASDAQ) as follows:
August 20, 1998 52,500 shares at $7.9524
September 1, 1998 15,000 shares at $6.9708
Since March 3, 1999 IBP has made sales of the Issuers Common
Stock on the open market (NASDAQ) as follows:
March 3, 1999 14,500 shares at $1.2155
March 4, 1999 10,000 shares at $1.0175
March 5, 1999 43,000 shares at $0.6134
In addition, IBP is entitled to 714,785 upon conversion of a
6 1/2% $10,000,000 convertible debenture dated September 10, 1998
that was purchased from the Issuer. The debenture has a $14
per share conversion feature, convertible into Common Stock of
the Issuer. The debenture is due September 9, 2003 unless
previously converted into Common Stock of the Issuer. IBP may
convert the debenture at anytime upon proper notice. The
funds for all purchases, and the $10,000,000 for the
debenture, came from IBP's working capital.
CUSIP NO. 885184-10-1 Page 5 of 5 Pages
Item 4. Purpose of Transaction.
IBP acquired the 67,500 shares of the Common Stock of the
Issuer which were owned by IBP for investment purposes. The
shares that would be available upon exercise of the
Convertible Debenture were intended for investment purpose.
The convertible debenture was entered into at the same time as
a long-term supply agreement between the Issuer and IBP. The
funds from the convertible debenture provide working capital
to the Issuer, including funds for purchases under the supply
agreement. Issuer filed for bankruptcy on March 5, 1999. At
various times during the months before this filing, several
proposals were discussed between the parties whereby IBP would
acquire all or a portion of Issuer's stock or assets, however,
no agreement regarding any such transaction was ever reached
by the parties. If assets of the Issuer are sold through the
bankruptcy proceeding, IBP may be interested in purchasing
some, or substantially all of the assets, contingent upon the
price and other terms under which such assets may be sold.
Otherwise, there are no plans or proposals pending which
relate to or would result in any of the actions enumerated in
clauses (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest of Securities of the Issuer.
In addition to the information provided in Item 3, the
Issuer is believed to have 6,137,423 shares of outstanding
Common Stock. As of the date of this filing, IBP has the
right to acquire 714,285 shares under a convertible debenture
from the Issuer, and IBP has beneficial ownership of
approximately 11.6% of the outstanding shares of the Issuer.
IBP would have the sole power to vote or to direct the vote,
and sole power to dispose or direct the disposition of such
shares obtained upon a conversion under the convertible
debenture. Except as disclosed in Item 3, during the past 60
days, there have been no transactions in shares of Common Stock
of the Issuer by IBP.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Convertible Debenture, the terms of which are described
in Item 3.
Item 7. Material to be Filed as Exhibits.
The Convertible Debenture is incorporated by reference
from the Issuer's Form 10-K filed September 14, 1998 with the
United States Securities and Exchange Commission.
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.
Dated: April 6, 1999
-------------------- IBP, inc.
By: /s/ Larry Shipley
---------------------------
Its Chief Financial Officer
