-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PtMuPoJY2GeSM3NXZm2meiDEdIK47jlyjUdJ0uotznygNiotuhfm9aCuFaQ/CsmO MOU9iN7aRb6JaSNONW0Twg== 0000052477-99-000005.txt : 19990408 0000052477-99-000005.hdr.sgml : 19990408 ACCESSION NUMBER: 0000052477-99-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990407 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THORN APPLE VALLEY INC CENTRAL INDEX KEY: 0000038851 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 381964066 STATE OF INCORPORATION: MI FISCAL YEAR END: 0530 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-13490 FILM NUMBER: 99588587 BUSINESS ADDRESS: STREET 1: 26999 CENTRAL PARK BLVD STREET 2: SUITE 300 CITY: SOUTHFIELD STATE: MI ZIP: 48076 BUSINESS PHONE: 2482131000 MAIL ADDRESS: STREET 1: 26999 CENTRAL PARK BLVD STREET 2: SUITE 300 CITY: SOUTHFIELD STATE: MI ZIP: 48076 FORMER COMPANY: FORMER CONFORMED NAME: FREDERICK & HERRUD INC DATE OF NAME CHANGE: 19841104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IBP INC CENTRAL INDEX KEY: 0000052477 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 420838666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: IBP AVE STREET 2: P O BOX 515 CITY: DAKOTA CITY STATE: NE ZIP: 68731 BUSINESS PHONE: 4024942061 MAIL ADDRESS: STREET 1: IBP AVE STREET 2: P O BOX 515 CITY: DAKOTA CITY STATE: NE ZIP: 68731 FORMER COMPANY: FORMER CONFORMED NAME: IOWA BEEF PROCESSORS INC /PRED/ DATE OF NAME CHANGE: 19821109 FORMER COMPANY: FORMER CONFORMED NAME: IOWA BEEF PACKERS INC DATE OF NAME CHANGE: 19701130 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ______)* Thorn Apple Valley, Inc. - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------- (Title of Class of Securities) 885184-10-1 - ----------------------------------------------------------------------------- (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 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 10, 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 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 - ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /__/ (b) /__/ - ---------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) /__/ - ---------------------------------------------------------------------- 6 CITZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: - ---------------------------------------------------------------------- 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) - ---------------------------------------------------------------------- 8 SHARED VOTING POWER -0- - ---------------------------------------------------------------------- 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) - ---------------------------------------------------------------------- 10 SHARE DISPOSITIVE POWER -0- - ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON As of 3/29/97 714,285 shares (See Items 3 and 5) - ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) /__/ - ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPORTED BY AMOUNT IN ROW (11) 11.6% on 3/29/99 (See Items 3 and 5) - ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----