<PAGE>   1


                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



      For the forty weeks ended March 5, 1999 Commission file number 0-6566



                            Thorn Apple Valley, Inc.
          ------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)




              Michigan                                   38-1964066
  -------------------------------------    -----------------------------------
     (State of other jurisdiction of        (IRS Employer Identification No.)
     incorporation or organization)


    26999 Central Park Blvd., Suite 300, Southfield, Michigan          48076
  -------------------------------------------------------------     ----------
           (Address of principal executive offices)                 (zip Code)



    Registrant's telephone number, including area code         (248) 213-1000
  ------------------------------------------------------     ------------------



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No .



At     March 5, 1999    , there were     6,147,518     
   ---------------------             -----------------
shares of Common Stock outstanding.



<PAGE>   2


                    THORN APPLE VALLEY, INC. AND SUBSIDIARIES
                              (DEBTOR-IN-POSESSION)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                  ASSETS
                                                                                             MARCH 5,         MAY 29,
                                                                                               1999             1998
                                                                                           ------------     ------------
<S>                                                                                        <C>              <C>         
Current assets:
  Cash and cash equivalents                                                                $  2,396,703     $  3,072,464
  Short-term investments                                                                                         500,000
  Accounts receivable, net of allowance for doubtful accounts
    (March 5, 1999, $6,635,000; May 29, 1998, $761,800) (Note 8)                             24,481,745       42,434,856
  Inventories (Note 3, 8 & 10)                                                               36,130,135       58,715,450
  Refundable income taxes                                                                       135,000          632,323
  Deferred income taxes (Note 7)                                                                               3,592,000
  Prepaid expenses and other current assets                                                   7,014,794        6,277,836
                                                                                           ------------     ------------

         Total current assets                                                                70,158,377      115,224,929
                                                                                           ------------     ------------

Property, plant and equipment :
  Land                                                                                        1,079,550        1,261,380
  Buildings and improvements                                                                 45,614,881       48,814,916
  Machinery and equipment                                                                   114,203,023      112,469,354
  Transportation equipment                                                                    5,263,964        5,820,609
  Property under capital leases                                                               4,714,181        5,966,625
  Construction in progress                                                                      882,527        1,570,829
                                                                                           ------------     ------------

                                                                                            171,758,126      175,903,713
      Less accumulated depreciation                                                          90,132,256       84,162,032
                                                                                           ------------     ------------

                                                                                             81,625,870       91,741,681
                                                                                           ------------     ------------
Other assets:
  Intangible assets, net of accumulated amortization (March 5, 1999; $3,163,515;
  May 29, 1998; $2,517,900)                                                                  30,408,485       31,054,100
  Deferred income taxes (Note 7)                                                              1,026,200        7,536,000
  Other                                                                                       5,899,971        8,356,294
                                                                                           ------------     ------------
     Total other assets                                                                      37,334,656       46,946,394
                                                                                           ------------     ------------

                                                                                           $189,118,903     $253,913,004
                                                                                           ============     ============

<CAPTION>
                      LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                                                        <C>              <C>         
Current liabilities:
  Accounts payable (Note 1)                                                                                  $31,143,268
  Accrued liabilities (Note 1)                                                                                37,135,059
  Current portion of long-term debt (Note 1 & 4)                                                               6,959,824
                                                                                           ------------      -----------

        Total current liabilities                                                                             75,238,151
                                                                                           ------------      -----------
                                                                                        
                                                                                        
Liabilities subject to compromise (Note 1):                                             
  Accounts payable (Note 1)                                                                  24,865,929
  Accrued liabilities (Note 1)                                                               27,727,101
  Other liabilities (Note 1)                                                                  3,597,254
  Bank debt and other term notes (Note 1 & 4)                                               140,168,425
                                                                                           ------------      -----------
                                                                                        
        Total liabilities subject to compromise                                             196,358,709
                                                                                           ------------      -----------
                                                                                        
Other noncurrent liabilities (Note 1)                                                                          3,330,674
Long-term debt (Note 1 & 4)                                                                                  148,249,545
                                                                                           ------------      -----------
                                                                                        
        Total noncurrent liabilities                                                                         151,580,219
                                                                                           ------------      -----------

Shareholders' equity:
  Preferred stock: $1 par value; authorized
  200,000 shares; issued none Common nonvoting
  stock: $.10 par value; authorized 20,000,000
  shares; issued none Common voting stock: $.10
  par value; authorized 20,000,000 shares; issued
  6,147,518 shares at March 5, 1999 and 6,133,198 shares at May 29, 1998                        614,752          613,320
  Capital in excess of par value                                                             10,890,708       10,800,915 
  Retained earnings                                                                         (18,745,266)      15,680,399 
                                                                                           ------------      -----------          
                                                                                             (7,239,806)      27,094,634          
                                                                                           ------------      -----------          
                                                                                                                          
                                                                                           $189,118,903     $253,913,004
                                                                                           ============     ============
</TABLE>






See notes to consolidated financial statements.                                1

<PAGE>   3


                    THORN APPLE VALLEY, INC. AND SUBSIDIARIES
                              (DEBTOR-IN-POSESSION)
                      CONSOLIDATED STATEMENTS OF OPERATIONS









<TABLE>
<CAPTION>
                                                         TWELVE WEEKS ENDED                    FORTY WEEKS ENDED
                                                  --------------------------------      -------------------------------- 

                                                      MARCH 5,           MARCH 6,           MARCH 5,           MARCH 6,
                                                       1999               1998               1999               1998
                                                  -------------      -------------      -------------      -------------

<S>                                               <C>                <C>                <C>                <C>          
Net sales                                         $  94,841,541      $ 105,692,554      $ 353,996,473      $ 408,452,440
                                                  -------------      -------------      -------------      -------------

Operating costs and expenses:
  Cost of goods sold, including 
    delivery costs                                   83,672,005         93,762,373        309,567,258        359,503,984
  Selling                                             3,793,284          6,863,380         16,923,494         20,636,929
  General and administrative                          3,830,992          4,394,376         13,668,021         16,546,980
  Depreciation and amortization                       3,034,624          3,427,177         10,158,281         11,341,515
  Product recall charge (Note 10)                     5,100,000                             5,100,000
  Bank financing charge (Note 11)                     2,072,270                             3,209,543
  International restructuring                 
    charge (Note 8)                                   1,261,406                             9,261,406
                                                  -------------      -------------      -------------      -------------

                                                    102,764,581        108,447,306        367,888,003        408,029,408
                                                  -------------      -------------      -------------      -------------

Income (loss) from operations                        (7,923,040)        (2,754,752)       (13,891,530)           423,032
                                                  -------------      -------------      -------------      -------------


Other expenses (income):
  Interest, net                                       2,969,683          2,757,482         10,733,775          8,583,126
  Other, net                                           (400,715)          (257,652)        (1,687,036)        (1,407,627)
                                                  -------------      -------------      -------------      -------------

                                                      2,568,968          2,499,830          9,046,739          7,175,499
                                                  -------------      -------------      -------------      -------------

Loss from continuing operations 
  before income taxes                               (10,492,008)        (5,254,582)       (22,938,269)        (6,752,467)

Income tax expense (benefit) 
  (Note 7)                                            8,687,394         (1,805,000)         8,687,394         (2,337,000)
                                                  -------------      -------------      -------------      -------------

Loss from continuing operations                     (19,179,402)        (3,449,582)       (31,625,663)        (4,415,467)

Discontinued operations (Note 9):
  Loss from operations 
    of discontinued fresh pork 
    division
                                                                          (745,202)                           (3,108,099)

  Loss on disposal of fresh pork 
    division (Note 9)                                                                      (2,800,000)
                                                  -------------      -------------      -------------      -------------

Loss from discontinued operations                                         (745,202)        (2,800,000)        (3,108,099)
                                                  -------------      -------------      -------------      -------------
                                             
                                             
Net loss                                          ($ 19,179,402)     ($  4,194,784)     ($ 34,425,663)     ($  7,523,566)
                                                  =============      =============      =============      =============

Basic and Fully Diluted loss per share 
  (Note 5):
   Continuing operations                          ($       3.12)     ($       0.56)     ($       5.15)     ($       0.72)
                                                  =============      =============      =============      =============
   Loss on discontinued operations                                   ($       0.12)     ($       0.46)     ($       0.51)
                                                  =============      =============      =============      =============
   Net loss                                       ($       3.12)     ($       0.68)     ($       5.61)     ($       1.23)
                                                  =============      =============      =============      =============


Weighted average number of shares
  outstanding                                         6,146,226          6,125,734          6,140,819          6,120,381
                                                  =============      =============      =============      =============
</TABLE>

See notes to consolidated financial statements.                                2


<PAGE>   4


                    THORN APPLE VALLEY, INC. AND SUBSIDIARIES
                              (DEBTOR-IN-POSESSION)
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY








<TABLE>
<CAPTION>
                                                                                          
                                                              COMMON STOCK                CAPITAL IN
                                                     ------------------------------       EXCESS OF         RETAINED
                                                        SHARES            AMOUNT          PAR VALUE         EARNINGS
                                                     ------------      ------------     ------------     ------------ 

<S>                                                  <C>               <C>              <C>              <C>         
Balance, May 30, 1997                                   6,110,480      $    611,048     $ 10,500,213     $ 65,969,270
                                                
Net loss                                                                                                   (3,098,549)

Shares issued under employee stock 
  purchase plan                                             2,788               279           41,483

Exercise of stock options (Note 6)                          5,000               500           50,750
                                                     ------------      ------------     ------------     ------------
                                                  
                                                  
Balance, December 12, 1997                              6,118,268      $    611,827     $ 10,592,446     $ 62,870,721
                                                     ============      ============     ============     ============
                                                  
Balance, May 29, 1998                                   6,133,198      $    613,320     $ 10,800,915     $ 15,680,399
                                                  
Net loss                                                                                                  (34,425,663)
                                                  
Shares issued under employee stock                
  purchase plan                                            12,820             1,282           74,568

Exercise of stock options, including 
  related tax benefits (Note 6)                             1,500               150           15,225
                                                     ------------      ------------     ------------     ------------
                                                  
Balance, March 5, 1999                                  6,147,518      $    614,752     $ 10,890,708     ($18,745,266)
                                                     ============      ============     ============     ============
</TABLE>


See notes to consolidated financial statements.                                3


<PAGE>   5



                    THORN APPLE VALLEY, INC. AND SUBSIDIARIES
                              (DEBTOR-IN-POSESSION)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                              FORTY WEEKS ENDED
                                                                                         ------------------------------
                                                                                            MARCH 5,          MARCH 6,
CASH FLOWS FROM OPERATING ACTIVITIES:                                                         1999              1998
                                                                                         ------------      ------------
<S>                                                                                      <C>               <C>          
  Net loss                                                                               ($34,425,663)     ($ 7,523,566)
                                                                                         ------------      ------------
  Adjustments to reconcile net loss to net cash provided by 
    (used in) operating activities:                                                    
  Loss on disposal of fresh pork division (Note 9)                                          2,800,000
  Depreciation                                                                              9,512,666        13,555,276
  Amortization                                                                                645,615           645,615
  Deferred income taxes                                                                                         300,000
  Amortization of bank financing costs (Note 11)                                            3,209,543
  Product recall charge (Note 10)                                                           5,100,000
  International restructuring charge (Note 8)                                               9,261,406
  (Gain) loss on disposition of property, plant and equipment                                 815,216          (234,268)
  Provision for losses on accounts receivable (Note 8)                                       (126,800)          (50,500)
(INCREASE) DECREASE IN ASSETS:
  Accounts receivable                                                                      12,079,911         1,574,851
  Inventories (Note 8 & 10)                                                                12,843,149         6,898,461
  Refundable income taxes                                                                     497,323        (1,797,778)
  Prepaid expenses and other assets                                                          (990,223)          819,362
  Deferred income taxes (Note 7)                                                           10,101,852        (1,743,000)
INCREASE (DECREASE) IN LIABILITIES:                                                   
  Accounts payable                                                                         (6,277,339)      (13,826,507)
  Accrued liabilities                                                                      (9,794,480)        3,001,032
  Other current liabilities                                                                   356,634
  Income taxes payable                                                                                       (1,425,403)
  Other non-current liabilities                                                            (1,122,772)
                                                                                         ------------      ------------
                                                                                      
  Total adjustments                                                                        48,911,701         7,717,141
                                                                                         ------------      ------------
                                                                                      
  Net cash used in operating activities                                                    14,486,038           193,575
                                                                                         ------------      ------------
                                                                                      
CASH FLOWS FROM INVESTING ACTIVITIES:                                                 
  Capital expenditures                                                                     (2,758,896)       (8,431,719)
  Proceeds from sale of property, plant and equipment                                       2,546,816         2,366,631
                                                                                         ------------      ------------
                                                                                      
 Net cash used in investing activities                                                       (212,080)       (6,065,088)
                                                                                         ------------      ------------
                                                                                      
CASH FLOWS FROM FINANCING ACTIVITIES:                                                 
  Proceeds from long-term debt                                                             10,000,000
  Principal payments on long-term debt                                                     (8,739,184)       (2,324,168)
  Net borrowings (payments) under lines of credit                                         (16,301,760)        5,300,000
  Proceeds from employee stock purchase plan                                                   75,850           129,856
  Proceeds from stock options exercised, including related tax benefits                        15,375           117,875
                                                                                         ------------      ------------
                                                                                      
  Net cash provided by (used in) financing activities                                     (14,949,719)        3,223,563
                                                                                         ------------      ------------
                                                                                      
  Net increase (decrease) in cash                                                            (675,761)       (2,647,950)
                                                                                      
  Cash and cash equivalents, beginning of quarter                                           3,072,464         6,028,698

  Cash and cash equivalents, end of quarter                                              $  2,396,703      $  3,380,748
                                                                                         ============      ============
                                                                                     
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                   
  Cash paid during the year for:                                                     
     Interest, net of amounts capitalized                                                $  9,087,588      $  8,792,847
                                                                                         ============      ============
     Income taxes paid  (refunded), net                                                  ($10,101,852)     $    308,339
                                                                                         ============      ============
</TABLE>


See notes to consolidated financial statements.                                4




<PAGE>   6

        THORN APPLE VALLEY, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               
                                   (UNAUDITED)

NOTE 1 - ACCOUNTING POLICIES:

  The condensed consolidated financial statements have been prepared in
   accordance with generally accepted accounting principles and reflect, in the
   opinion of management, all adjustments, consisting of normal recurring
   adjustments, necessary for a fair presentation of financial position as of
   March 5, 1999 and May 29, 1998, and the results of operations and cash flows
   for the periods presented. The condensed consolidated financial statements
   should be read in conjunction with the consolidated financial statements and
   notes contained in Thorn Apple Valley, Inc.'s Annual Report on Form 10-K for
   the fiscal year ended May 29, 1998. Certain amounts from prior years have
   been reclassified to conform with the current year presentation. The results
   for the forty weeks ended March 5, 1999 are not necessarily indicative of the
   results to be expected for the fiscal year ending May 28, 1999.

NOTE 2 - CHAPTER 11 FILING AND BASIS OF PRESENTATION

On March 5, 1999 (the "Petition Date"), the Company filed a voluntary petition
  for reorganization under Chapter 11 of the United States Bankruptcy Code
  ("Chapter 11") in the United States Bankruptcy Court for the Eastern District
  of Michigan. Management determined that filing the Chapter 11 petition would
  allow the Company the needed time and flexibility to restructure its
  operations and provide the time and protection necessary to restructure the
  Company's funding sources.

Since the Petition Date, the Company has continued in possession of its assets
  and, as debtor-in-possession, is authorized to operate and manage its business
  and enter into all transactions (including obtaining services, inventories and
  supplies) that it could have entered into in the ordinary course of business
  without approval of the Bankruptcy Court. A statutory Creditors' Committee has
  been appointed in the Chapter 11 case.

In a Chapter 11 filing, substantially all liabilities as of the Petition Date
  are subject to compromise or other treatment under a plan of reorganization.
  For financial reporting purposes, all of the Company's liabilities and
  obligations have been classified as liabilities subject to compromise under
  reorganization proceedings in the accompanying balance sheet (see Note 4), due
  to the fact that their disposition is dependent upon the outcome of the
  Chapter 11 filing. Generally, actions to enforce or otherwise effect payment
  of all pre-Chapter 11 liabilities as well as all pending litigation against
  the Company are stayed while the Company continues its business operations as
  Debtor-in-Possession. Subsequent to the Petition Date, the Company received
  permission from the court to pay certain pre-petition liabilities that it
  deemed essential to maintain the going concern status. Schedules have been
  filed by the Company with the Bankruptcy Court setting forth its assets and
  liabilities as of the Petition Date as reflected in the accounting records.
  Differences between amounts reflected in such schedules and claims filed by
  creditors will be investigated and either resolved or adjudicated before the
  Bankruptcy Court. The ultimate amount of and settlement terms for such
  liabilities are subject to a plan of reorganization and accordingly are not
  presently determinable.

Under the Bankruptcy Code, the Company may elect to assume or reject real estate
  leases and other contracts, subject to Bankruptcy Court approval. The Company
  will continue to analyze its executory contracts and may assume or reject
  additional contracts.

The accompanying financial statements have been prepared in conformity with
  generally accepted accounting principles applicable to a going concern, which
  contemplate the realization of assets and the satisfaction of liabilities in
  the normal course of business. As a result of the Chapter 11 filing and
  circumstances relating to this event, such realization of assets and
  satisfaction of liabilities is subject to uncertainty. A plan of
  reorganization could materially change the amounts reported in the
  accompanying financial statements, which do not give effect to adjustments to
  the carrying values of assets and liabilities, which may be necessary as a
  consequence of a plan of reorganization. The Company's ability to continue as
  a going concern is contingent upon, among other things, its ability to
  formulate a plan of reorganization that will be confirmed by the Bankruptcy
  Court, to achieve satisfactory levels of profitability and cash flow from
  operations, to maintain compliance with a Post-Petition Loan and Security
  Agreement, its modifications and extensions (collectively, the
  "Debtor-in-Possession (DIP) Financing Agreement") (see Note 4) and the ability
  to obtain sufficient financing sources to meet future obligations.

At this time, a formal plan for reorganization has not been proposed by the
  Company. However, the Company has sixty (60) days from the Petition Date to
  formulate and present such a plan to the Bankruptcy Courts. 


                                       5
<PAGE>   7



NOTE 3 - INVENTORIES:

  Inventories are stated at the lower of last-in, first-out (LIFO) cost or
   market. No provision has been made during the current year for last-in,
   first-out (LIFO) reserve adjustments. The following is a breakdown of
   inventories by classifications:

<TABLE>
<CAPTION>
                                                                       MARCH 5,                 MAY 29,
                                                                         1999                     1998
                                                                  -------------------      -------------------
<S>                                                                     <C>                       <C>        
        Supplies                                                        $ 9,492,284               $10,815,336
        Raw materials                                                     3,540,967                11,308,353
        Work in progress                                                  1,582,697                 3,053,048
        Finished goods                                                   24,446,187                36,470,713
                                                                         ----------               -----------
                                                                         39,062,135                61,647,450

        Less: LIFO reserve                                                2,932,000                 2,932,000
                                                                         ----------               -----------
                                                                        $36,130,135               $58,715,450
                                                                        ===========               ===========
</TABLE>

Inventory balances are net of applicable Russian and recall reserves (see Note 8
and 10).

NOTE 4- BANK DEBT AND OTHER TERM NOTES:

  Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                                          MARCH 5,                   MAY 29,
                                                                            1999                       1998
                                                                   -----------------------      ------------------
<S>                                                                     <C>                      <C>        
           Revolving credit agreement                                   $  30,622,864            $  48,556,436
           Term notes                                                      70,000,000               75,000,000
           Revenue bonds                                                    7,146,377                8,196,355
           Subordinated debentures                                         27,250,000               17,250,000
           Obligations under capital leases                                 1,074,944                3,227,211
           Other notes                                                      4,074,240                2,979,367
                                                                       --------------            -------------
                                                                          140,168,425              155,209,369

           Less current portion                                                     0                6,959,824
                                                                       ==============            ============= 
           Long-term debt                                               $           0            $ 148,249,545 
                                                                       ==============            ============= 
                                                                                                               
           Bank debt and other term notes                               $ 140,168,425            $           0 
                                                                       ==============            ============= 
</TABLE>

A significant portion of the Company's debt is collateralized by substantially
  all of the Company's assets.

As a result of the  Chapter 11 filing,  the  Company  has  obtained  an  interim
  order that allows it to use Debtor-In-Possession (DIP) financing, which is
  provided by a consortium of lenders (The "Bank group"). A final hearing date
  for the DIP financing is scheduled for April 22, 1999. The Bank Group is made
  up of the same lenders that provided the Company with its revolving credit and
  term loan financing agreement prior to the Chapter 11 filing.

The terms of the DIP financing are as follows:

         1. A total DIP financing credit line of $47,413,275, which allows the
            Company to borrow an additional $7 million of new funds. The
            outstanding amount of the revolving credit line is converted into
            the DIP financing loan.

         2. Interest on the DIP financing accrues at 2.75% above the prime rate,
            payable monthly at .75% above the prime rate with the additional 2%
            due at the end of the DIP financing agreement.

         3. The DIP Facility shall mature and all obligations thereunder shall
            be repaid in full on the earlier to occur of: a) May 31, 1999, if a
            letter of intent acceptable to the Lender for the sale of
            substantially all of the assets of the Company has not been entered
            into by such date, b) June 30, 1999, if the sale of substantially
            all of the assets of the Company, pursuant to any such letter of
            intent has not occurred by such date, and c) the effective date of a
            plan of reorganization for the Company.

  On September 10, 1998 the Company issued a $10 million convertible debenture.
  The debenture bears interest at a rate of 6.5 percent per year, payable
  quarterly. The principle on the debenture is due September 9, 2003. The
  debenture can be converted into shares of the Company's common stock at any
  time prior to the close of business on September 9, 2003, at a conversion
  price of $14.00 per share. The $10 million debenture is unsecured; however, it
  is senior in terms of payment priority to the Company's $17.25 million
  subordinated debentures due April 1, 2007.

                                       6
<PAGE>   8

NOTE 4 - BANK DEBT (CONTINUED):

 In addition, the Company has various Standby Letters of Credit issued by its
  bank group. The letters of credit are part of the Revolving Credit and DIP
  Financing agreements. As of March 5, 1999, the letters of credit in the
  aggregate totaled $9,790,411 and serve as collateral for the limited
  obligation revenue bond issue, trade payables and various self-insured
  payables.

NOTE 5 - EARNINGS PER SHARE OF COMMON STOCK:

  Basic earnings per share of common stock are based on the weighted average
   number of common shares outstanding during each quarter. Diluted earnings per
   share are based upon the weighted average number of common shares outstanding
   after giving effect to all dilutive potential common shares including shares
   issuable under employee stock option plans and convertible subordinated
   debentures (if converted, representing an aggregate of 920,000 shares). As a
   result of the Company's loss from operations during the third quarter and
   fiscal year-to-date for fiscal years 1999 and 1998 respectively, the
   calculation of diluted earnings per share excluded the potential common
   shares issuable under employee stock option plans and convertible
   subordinated debentures as they would have an anti-dilutive effect on
   earnings per share.

NOTE 6 - STOCK OPTION PLANS:

  The Company's 1996 Employee Stock Option Plan authorized the Company's Stock
   Option Committee to grant options for up to 600,000 shares of the Company's
   common stock to present or prospective employees. At March 5, 1999, there
   were 403,500 options granted but not exercised at prices of $5.00, $7.50,
   $10.25 and $15.81 per share and 196,500 shares remained to be granted under
   the 1996 Plan.

  At March 5, 1999, there were 631,200 options granted but not exercised at
   prices of $10.25, $17.00, $23.00 and $26.00 per share and 141,000 options
   granted but not exercised at prices of $2.56 and $19.67 per share under the
   1990 and 1982 Employee Stock Option Plans, respectively. Under the 1990 plan,
   196,500 shares remain to be granted. No shares remain to be granted under the
   1982 plan.

  The Company's Stock Option Committee may designate any requirements regarding
   option price, waiting period or an exercise date for options granted under
   the plans, except that incentive stock options may not be exercised at less
   than the fair market value of the stock on the date of grant, and no option
   may remain outstanding for more than 10 years. Under all plans, the exercise
   price of each option equals the market price of the Company's common stock on
   the date of grant. Under all plans, the options granted are immediately
   exercisable.

NOTE 7 - INCOME TAXES:

 The Company has established a valuation allowance in accordance with the
  provision of FASB Statement No. 109, Accounting for Income Taxes. The
  valuation allowance was increased at March 5, 1999 to offset the estimated
  benefit resulting from the loss incurred during fiscal 1999. In addition,
  during the third quarter ending March 5, 1999, the Company also increased its
  valuation allowance by $8,676,453 which offsets the deferred tax asset. The
  Company will continue to review the adequacy of the valuation allowance and
  will recognize the future tax benefits only as reassessment indicates that it
  is more likely than not that the benefits will be realized.

NOTE 8 - INTERNATIONAL RESTRUCTURING:

 The Company had exported a portion of its hot dog production to Russia. As a
  result of the economic and political instability in Russia, including the
  rapid devaluation of its currency, the Company's continued ability to transact
  business in this region is uncertain. During the second quarter ending
  December 11, 1998, the Company recorded a reserve of $8.0 million, of which
  $6.0 million is related to the uncertain collection of Russian accounts
  receivable and $2.0 million was charged against inventory resulting from a
  decline in market value. During the third quarter ending March 5, 1999, the
  Company recorded an additional $1.3 million reserve for additional losses
  incurred related to the further decline in inventory value.

NOTE 9 - DISCONTINUED OPERATIONS:

 In May 1998, the Company formalized plans to exit its fresh pork business. The
  fresh pork facility was closed in July, 1998. The Company recorded in the
  fourth quarter of fiscal 1998, an after-tax charge of $39.3 million related to
  the disposal of its fresh pork operations. Included in the gross charge was an
  estimated pre-tax loss from operations during the phase out period of $5.0
  million.

 During the second quarter of fiscal 1999 the Company recorded an additional
  loss on the disposal of its fresh pork division of $2.8 million related to the
  declining value of its remaining frozen pork inventory. The consolidated
  financial statements and related notes have been restated for all quarters
  presented to separately report the fresh pork discontinued operations.

                                       7


<PAGE>   9

NOTE 10 - PRODUCT RECALL:

 On December 30, 1998, the Company, in conjunction with the United States
  Department of Agriculture (USDA), temporarily suspended its operations at its
  Forrest City, Arkansas plant, as a result of the detection of a bacteria known
  as Listeria.

 Subsequently, on January 22, 1999, the Company voluntarily recalled all
  production from this facility for the period of July 6, 1998, to December 30,
  1998. The production from this facility during this time period was
  approximately 31 million pounds, primarily consisting of hot dogs and lunch
  combinations. The Company is not aware of any illness conclusively linked to
  the consumption of the recalled products.

 "On April 13, 1999, the U.S. Department of Agriculture issued a press release
  headlined "USDA Declares Product From Thorn Apple Valley Unfit for Human
  Consumption".  That press release indicated that the USDA had determined that
  the approximately 10 million pounds of product that had been produced by the
  Company's Forest City Arkansas plant and is now held in storage as a result of
  the recall could not be resold for human consumption.  Because the Company
  has fully reserved for its inability to sell that product, the substance of
  the USDA's press release had no effect on the Company's financial statements.
  The broad headline of the press release has, however, adversely affected the
  Company's relationships with consumers and its customers."

 As a result, the Company recorded in the third quarter ending March 5, 1999, a
  charge of $5.1 million related to the recall. Approximately, $3.1 million of
  the charge is related to the write-down of the Company's remaining Russian hot
  dog inventory that was included in the recall. The additional $2 million of
  the charge is related to the write-off of inventory on hand at the time of the
  recall, expenses related to the recall and credits issued to customers for
  returned products.


NOTE 11 - BANK FINANCING CHARGE:

 The Company had significant expenses that it had incurred with the Bank Group,
  in financing its business. The Company was amortizing these expenses over the
  life of the loan. In September 1998, the Bank Group changed the date of
  maturity of the related loans. As a result of this change, a more rapid
  amortization of these financing costs occurred. Subsequently, on March 5,
  1999, the Company filed a petition for Chapter 11 Bankruptcy. As a result of
  this filing, the Company elected to write-off the remaining unamortized
  portion of the financing costs. Due to the significant amount of these costs,
  the Company has reclassified this charge to a separate expense line item in
  the Consolidated Statements of Operations for the Quarter Ending March 5,
  1999. The following schedule illustrates the amortized amounts previously
  included in general and administration expense:

<TABLE>
<S>                                                                             <C>      
                  First Quarter Ending: September 18, 1998                      $  465,750
                  Second Quarter Ending: December 11, 1998                      $  671,523
                                                                                ----------
                  Total amortized Bank Financing Costs                          $1,137,273
                  Year-to-Date Expense, Ending March 5, 1999                    $3,209,543
                                                                                ----------
                  Third Quarter Ending: March 5, 1999                           $2,072,270
</TABLE>


                                       8
<PAGE>   10



                            THORN APPLE VALLEY, INC.
                             (DEBTOR-IN-POSSESSION)
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS             
                OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS



         Thorn Apple Valley, Inc., debtor-in-possession, referred to hereinafter
collectively with its predecessors and subsidiaries as the ("Company") is a
major producer of processed meat and poultry products in the United States. The
Company is engaged in a single segment business with one principal product
category: processed meat and poultry products. The Company's processed meat
products operations engages in the production and sale of consumer-brand
labeled, packaged meat and poultry products, such as bacon, hot dogs and lunch
meats, hams, smoked sausages and turkey products. The Company markets its
processed meat products under premium and other proprietary brand labels
including "Thorn Apple Valley," "Colonial", "Corn King", "Wilson Certified" and
"Cavanaugh Lakeview Farms", as well as under customer-owned private labels with
major supermarket chains and other customers. The Company sells its products
principally to wholesalers, supermarkets and other manufacturers throughout the
United States and in selected international markets.

         The Company was originally incorporated in 1959 as a Michigan
corporation. It reincorporated in Delaware in 1971 and reincorporated in
Michigan in 1977.

         The Company's business strategy is to increase revenue and enhance
profitability by (i) increasing the sales of the Company's higher margin premium
brand processed meats products while reducing the Company's reliance on sales of
lower margin private label products, (ii) continuing to improve production
efficiencies in the Company's processed meats production facilities, (iii)
developing and marketing new processed meat products, and (iv) increasing
overall sales volume through additional marketing strategies with an emphasis on
sales to international markets, including, for example, Korea.

         The Company's principal executive offices are located at 26999 Central
Park Blvd., Suite 300, Southfield, Michigan 48076 (telephone number: (248)
213-1000.)

PROCEEDINGS UNDER CHAPTER 11

         On March 5, 1999, (the "Petition Date"), the Company commenced a
reorganization case by filing a voluntary petition (the "Chapter 11 Petition")
for relief under Chapter 11 ("Chapter 11") of title 11 of the United States Code
(as amended from time to time, the "Bankruptcy Code") in the United States
Bankruptcy Court in the Eastern District of Michigan (the "Bankruptcy Court"),
case number 99-43645. Management determined that the filing of the Chapter 11
Petition would allow the needed time and flexibility to restructure the
Company's operations and provide the time and protection necessary to
restructure the Company's funding sources.

         Since the Petition Date, the Company has continued in possession of its
assets and, as debtor-in-possession, is authorized to operate and manage its
business and enter into all transactions (including obtaining services,
inventories and supplies) that it could have entered into in the ordinary course
of business without approval of the Bankruptcy Court. A statutory Creditors'
Committee has been appointed in the Chapter 11 case.

         The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles applicable to a going concern,
which contemplate the realization of assets and the satisfaction of liabilities
in the normal course of business. As a result of the Chapter 11 filing and
circumstances relating to this event, such realization of assets and
satisfaction of liabilities is subject to uncertainty. A plan of reorganization
could materially change the amounts reported in the accompanying financial
statements, which do not give effect to adjustments to the carrying values of
assets and liabilities, which may be necessary as a consequence of a plan of
reorganization. The Company's ability to continue as a going concern is
contingent upon, among other things, its ability to formulate a plan of
reorganization that will be confirmed by the Bankruptcy Court, to achieve
satisfactory levels of profitability and cash flow from operations, to maintain
compliance with a Post-Petition Loan and Security Agreement, its modifications
and extensions (collectively, the "Debtor-in-Possession (DIP) Financing
Agreement") (see Note 4) and the ability to obtain sufficient financing sources
to meet future obligations.

RESULTS OF OPERATIONS

         As consumers have become more health conscious, meat and poultry
processors have focused on providing healthier and more convenient processed
meat products to successfully compete against other protein sources,
particularly poultry and seafood. In addition, increased amounts of poultry are
being used in processed meat products which were traditionally made with only
beef and pork.

         Processed Meats manufacturers generally receive higher profit margins
on premium labeled branded items versus non-premium, or private label items. In
recent years, the Company has focused on identifying emerging trends in consumer
preferences and on developing products in response to those trends in an attempt
to be a market leader in emerging market segments that offer opportunities for
increased sales volume and higher profit margins than those associated with more
mature and competitive market segments. For example, the Company has developed
innovative packaging concepts and products that are leaner and have lower fat
contents (such as the Company's premium deli-style sliced turkey ham, turkey
breast and cooked ham products) to appeal to consumers seeking products that are
convenient to use and are a more healthier alternative than existing products.
The Company believes that opportunities exist to extend its current product
lines into related products, thereby leveraging its current premium brand names.

         The Company experiences some seasonality in its business. Specifically,
the Company's sales of smoked hams are typically at their highest levels during
the Christmas and Easter holiday seasons as a result of increased customer
demand. In order to accommodate the increased holiday sales, the Company
typically builds substantial inventories of hams in anticipation of its future
holiday business. In addition, the Company's sales of skinless smoked sausages,
hot dogs and bacon products are generally higher during the summer months.

         The first quarter of each fiscal year consists of sixteen weeks, and
each subsequent quarter consists of twelve weeks, except that the fourth quarter
consists of thirteen weeks in the case of a 53-week fiscal year. The following
discussion analyzes material changes in the financial information on a period to
period basis.

                                       9

<PAGE>   11




  TWELVE WEEKS ENDED MARCH 5, 1999 COMPARED TO TWELVE WEEKS ENDED MARCH 6, 1998


         The Company's loss from continuing operations for the third quarter
ended March 5, 1999 was approximately $19.2 million compared with a loss from
continuing operations of approximately $3.5 million for the comparable prior
year period. The increase in the loss is primarily attributable to the write-off
of expenses related to: 1) the product recall charge of $5.1 million (see Note
10), 2) the amortization of bank financing costs of $2.1 M (see Note 11), 3) the
recording of a valuation allowance against the deferred tax asset (see Note 7)
and 4) the charge related to the Company's Russian operations of approximately
$1.3 M (see Note 8). In addition, sales volume was down due to reduced
production capacity (see Note 10) and a significant reduction of our export hot
dog business.

         Net sales in the third quarter of fiscal 1999 decreased $10.9 million
or 10.3% as compared to the third quarter of fiscal 1998. The reduction in
processed meat sales dollars is attributable to lower average selling prices and
lower unit sales of 5.0% and 5.9%, respectively. The decrease in average selling
price is primarily attributable to lower raw material prices for hams and pork
bellies. The Company's unit volume decreased primarily as a result of increased
domestic competition and the unexpected fall-off of sales to Russia in August of
fiscal 1998 as a result of the political and economic instability in that
region. The Company was selling approximately 1.5 million pounds of hot dogs per
week to Russia. It is uncertain as to whether or when these sales will resume.

         Cost of goods sold (including delivery costs) decreased by $10.1
million, or 10.8%, primarily as a result of the decrease in the cost of hams and
pork bellies, referred to above, and a decrease in processed meat tonnage sold
of approximately 6.3 million pounds or 5.9%. As a percentage of net sales, cost
of goods sold decreased to 88.2% from 88.7%.

         Selling expenses decreased approximately $3.1 million, or 44.7%. As a
percentage of net sales, selling expenses decreased to 4.0% from 6.5%. General
and administrative expenses decreased $.6 million, or 12.8%. As a percentage of
net sales, general and administrative expenses decreased to 4.0% from 4.2%. The
decrease in Selling, General and Administration expenses is primarily the result
of a cost reduction program put in place during the second quarter of fiscal
1999.

         The Company did not recognize the future tax benefit associated with
the operating loss in the third quarter of fiscal 1999. The Company will
recognize a future tax benefit only as reassessment indicates it is more likely
than not that the benefit will be realized.

         The loss from discontinued operations for the second quarter of fiscal
year 1998 is the loss from the fresh pork operations that the Company previously
exited. In the second quarter of fiscal 1999, the Company recorded an additional
$2.8 million loss on disposal of its fresh pork division. The additional loss
was the result of declining values of its remaining frozen pork inventory.

         The loss per share of common stock from continuing operations was $3.12
per share compared to a loss per share of $.56 per share in the prior year
period. The increase in loss per share is primarily due to decreased
profitability resulting from factors discussed above.

         The results for the twelve weeks ended March 5, 1999 are not
necessarily indicative of the results to be expected for fiscal 1999.


                                       10

<PAGE>   12


   FORTY WEEKS ENDED MARCH 5, 1999 COMPARED TO FORTY WEEKS ENDED MARCH 5, 1998


         The Company's loss from continuing operations for the forty weeks ended
March 5, 1999 was approximately $31.6 million compared with a loss from
continuing operations of approximately $4.4 million for the comparable prior
year period. The increase in the loss is to the write-off of expenses related
to: 1) the product recall charge of $5.1 million (see Note 10), 2) the
amortization of bank financing costs of $ 3.2 M(see Note 11), 3) the recording
of a valuation allowance against the deferred tax asset (see Note 7) and 40 the
charge related to the Company's Russian operations of approximately $9.3 M (see
Note 8). In addition, sales volume was down due to reduced production capacity
(see Note 10) and a significant reduction of our export hot dog business.

         Net sales for the first three quarters of fiscal 1999 decreased $54.5
million or 13.3% as compared to the first three quarters of fiscal 1998. The
reduction in processed meat sales dollars is attributable to lower average
selling prices and lower unit sales of 8.7% and 5.4%, respectively. The decrease
in average selling price is primarily attributable to lower raw material prices
for hams and pork bellies. The Company's unit volume decreased primarily as a
result of increased domestic competition and the unexpected fall-off of sales to
Russia in August as a result of the political and economic instability in that
region.

         Cost of goods sold (including delivery costs) decreased by $50 million,
or 14%, primarily as a result of the decrease in the cost of hams and pork
bellies, referred to above and a decrease in processed meats tonnage sold of
approximately 18.2 million pounds or 5.4%. As a percentage of net sales, cost of
goods sold decreased to 87.4% from 88.0%.

         Selling expenses decreased approximately $3.7 million, or 18.0%. As a
percentage of net sales, selling expenses decreased to 4.8% from 5.1%. General
and administrative expenses decreased $2.9 million, or 17.4%. As a percentage of
net sales, general and administrative expenses decreased to 3.9% from 4.1%. The
decrease in Selling, General and Administrative expenses is primarily the result
of a cost reduction program put in place during the last two fiscal years.

         The Company did not recognize the future tax benefit associated with
the operating loss for the first two quarters of fiscal 1999. The Company will
recognize a future tax benefit only as reassessment indicates it is more likely
than not that the benefit will be realized.

         The loss from discontinued operations for the forty weeks of fiscal
year 1998 is the loss from the fresh pork operations that the Company previously
exited. In the second quarter of fiscal 1999, the Company recorded an additional
$2.8 million loss on disposal of its fresh pork division. The additional loss
was primarily the result of declining values of its remaining frozen pork
inventory.

         The loss per share of common stock from continuing operations was $5.15
per share compared to a loss per share of $.72 per share in the prior year
period. The increase in loss per share is primarily due to decreased
profitability resulting from factors discussed above.

         The results for the forty weeks ended March 5, 1999 are not necessarily
indicative of the results to be expected for fiscal 1999.

                                       11

<PAGE>   13

FINANCIAL CONDITION


   At March 5, 1999, the Company had a revolving credit agreement with a
consortium of financial institutions whereby it could borrow, subject to a
borrowing base formula in the aggregate up to $80.0 million, of which $30.3
million was drawn upon and $9.7 million was used to support letters of credit.
Borrowings under the revolving credit agreement are used when needed to finance
increases in the levels of inventories and accounts receivable resulting from
seasonal and other market-related fluctuations in raw material costs and
quantities. The demand for seasonal borrowings usually peaks in early December
when ham inventories and accounts receivable are at their highest levels, and
these borrowings are generally repaid in January when the accounts receivable
generated by the sales of these hams are collected.

         As a result of the Chapter 11 filing, on March 11, 1999, the Company
has obtained an interim order that allows it to use Debtor-In-Possession (DIP)
financing, which is provided by a consortium of lenders (The "Bank group"). A
final hearing date for the DIP financing is scheduled for April 22, 1999. The
Bank Group is made up of the same lenders that provided the Company with its
revolving credit and term loan financing agreement prior to the Chapter 11
filing.

                  The terms of the DIP financing are as follows:

                         1. A total DIP financing credit line of $47,413,275,
                         which allows the Company to borrow an additional $7
                         million of new funds. The outstanding amount of the
                         revolving credit line is converted into the DIP
                         financing loan.

                         2. Interest on the DIP financing accrues at 2.75% above
                         the prime rate, payable monthly at .75% above the prime
                         rate with the additional 2% due at the end of the DIP
                         financing agreement.

                         3. The DIP Facility shall mature and all obligations
                         thereunder shall be repaid in full on the earlier to
                         occur of: a) May 31, 1999, if a letter of intent
                         acceptable to the Lender for the sale of substantially
                         all of the assets of the Company has not been entered
                         into by such date, b) June 30, 1999, if the sale of
                         substantially all of the assets of the Company,
                         pursuant to any such letter of intent has not occurred
                         by such date, and c) the effective date of a plan of
                         reorganization for the Company.


         The Company's business is characterized by high unit sales volume and
rapid turnover of inventories and accounts receivable. Because of the rapid
turnover rate, the Company considers its inventories and accounts receivable to
be highly liquid and readily convertible into cash. The Company's debt is
collateralized by substantially all of the Company's assets.

         The Company is working with its lenders to provide adequate funding for
the continued operation of the Company and its subsidiaries, although there can
be no assurance that this can be obtained.

                                       12
<PAGE>   14

       On September 10, 1998, the Company entered into a five year agreement
with a U.S. meat packer that slaughters hogs and cattle. Under the agreement,
the Company has agreed to purchase from this packer at least 80 percent of its
total raw material requirements for boneless hams, bone-in hams, pork bellies
and other selected pork and beef products. The raw material purchases will be
priced daily based upon market formulas.

         In addition, the meat packer has loaned the Company $10 million
pursuant to the terms of a convertible debenture. The debenture bears interest
at a rate of 6.5 percent per year, payable quarterly. The principal on the
debenture is due September 9, 2003. The debenture can be converted into shares
of the Company's common stock at any time prior to the close of business on
September 9, 2003, at a conversion price of $14.00 per share. The $10 million
debenture is unsecured; however, it is senior in terms of payment priority to
the Company's $17.25 million subordinated debentures due April 1, 2007.

         At March 5, 1999, the Company had approximately $2.4 million in cash.
Cash provided by operations during the forty weeks ended March 5, 1999 was
approximately $14.5 million. Cash available at the beginning of the quarter,
less cash used in operations, plus cash acquired from financing activities, was
used principally to pay down borrowings of other long-term debt of approximately
$8.7 million and to fund net capital expenditures of $.2 million.

         "On April 13, 1999, the U.S. Department of Agriculture issued a press
release headlined "USDA Declares Product From Thorn Apple Valley Unfit for Human
Consumption".  That press release indicated that the USDA had determined that
the approximately 10 million pounds of product that had been produced by the
Company's Forest City Arkansas plant and is now held in storage as a result of
the recall could not be resold for human consumption.  Because the Company has
fully reserved for its inability to sell that product, the substance of the
USDA's press release had no effect on the Company's financial statements. The
broad headline of the press release has, however, adversely affected the
Company's relationships with consumers and its customers."

YEAR 2000

         The Year 2000 Issue is a result of computer programs that were written
using two digits rather than four digits to define the applicable year. If the
Company's computer programs and other systems with date sensitive functions are
not Year 2000 compliant, they may recognize the year input as "00" to be defined
as the year 1900 and not the appropriate year 2000. This could result in a
system failure or related miscalculations causing potential disruptions in
operations, including but not limited to, a temporary inability to process daily
transactions. The Company has evaluated its Year 200 state of readiness by
identifying three major components: internal information technology systems,
non-information technology systems (including internal embedded chip technology)
and third party risks.

     Internal Information Technology Systems

         The Company has initiated a Year 2000 compliance program, utilizing its
internal Information Systems Tech Team, which has established a process for
evaluating and managing the potential risks and costs associated with the Year
2000 Issue. In fiscal 1996, the Company completed a two-year project that
re-engineered some key financial and logistics systems, a majority of which are
now believed to be Year 2000 compliant. Such systems believed to be Year 2000
compliant are the: Order Entry Invoicing, Accounts Receivable, Accounts Payable,
General Ledger, Fixed Assets, Electronic Data Interchange (EDI) and Inventory
Warehouse Control systems. However, the Company is aware of two systems that are
not Year 2000 compliant: the Payroll and Human Resource systems. These systems
are expected to be Year 2000 compliant by the fall of calendar year 1999. Based
on this information, the Company believes that it will be in full compliance
with its internal information technology systems before the year 2000. Because a
substantial portion of the Company's internal information technology systems are
believed to, or will be Year 2000 compliant, contingency plans have not been
established. Since each of the above described internal information technology
systems have either been made compliant or will be made compliant by the
Company's internal Information Systems department, the cost associated with the
Year 2000 compliance program are not deemed to be material and have been treated
for accounting purposes as expenses incurred through the normal course of
operations.

      Non-financial and Internal Embedded Chip Technology

         The Company is in the data gathering phase with regards to internal
embedded chip technology and the impact of the Year 2000 Issue on its
non-financial technology systems. The Company believes that a substantial
portion of its internal embedded chip technology as well as other non-financial
technology systems are Year 2000 compliant. The Company will be making inquiries
with its providers of alarm and other related security systems to ensure that
these systems are Year 2000 compliant. Management believes that even if the
Company is unable to achieve Year 2000 compliance for its major non-financial
technology systems, Year 2000 Issues that may result, will not have a material
impact on the operations of the Company. In light of this assessment, the
Company does not have a contingency plan in place for either its non-financial
or internal embedded chip technology systems risks.

     Third Party Risks

         The Company has identified and is in the process of contacting its
major customers, vendors and financial services organizations to determine the
extent to which the Company's operations and interface systems would be
vulnerable to those third parties failure to remedy their own Year 2000 Issues.
The Company has implemented and is currently using a conversion program, with
regards to its EDI system that will convert non-Year 2000 information into our
Year 2000 compliant format. The Company's EDI system is used to receive purchase
orders from its customers. In the event that some of the Company's customers are
not Year 2000 compliant, management does not foresee any interruptions in its
order entry system due to the fact that a contingency plan is in place to take
the orders manually. Management believes that, while the Company could
experience

                                       13


<PAGE>   15

     Third Party Risks (continued)

temporary delays in collecting receivables from its customers or receiving
shipments from its suppliers, the impact of such delays will not be
significantly impact its business.


EXHIBITS AND REPORTS ON FORM 8-K

         There was one report filed on form 8-K for the period ending March 5,
1999. The report was filed on March 9, 1999 and discussed matters related to the
filing of a voluntary petition by the Company, for Chapter 11 bankruptcy.

                                       14


<PAGE>   16







                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                         THORN APPLE VALLEY, INC.
                                         (Registrant)




Date:  April 19, 1999               By:         \s\Louis Glazier
       --------------                   -------------------------------
                                        Louis Glazier
                                        Executive Vice President of
                                         Finance and Administration
                                        Chief Financial Officer

                                       15

<PAGE>   17

                                 EXHIBIT INDEX

     EXHIBIT                         DESCRIPTION
     -------                         -----------
      EX-27                          FINANCIAL DATA SCHEDULE