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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
JUNE 10, 1998
DOANE PRODUCTS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-27818 43-1350515
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) (IDENTIFICATION NO.)
WEST 20TH STREET
AND STATE LINE ROAD
JOPLIN, MISSOURI 64804
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(417) 624-6166
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On June 10, 1998, Doane Products Company (the "Company") and its parent,
DPC Acquisition Corp., entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Windy Hill Pet Food Holdings, Inc. and its subsidiary,
Windy Hill Pet Food Company, Inc. and certain stockholders of Windy Hill Pet
Food Holdings, Inc. Under the terms of the Merger Agreement, Windy Hill Pet
Food Holdings, Inc. will become a wholly-owned subsidiary of DPC Acquisition
Corp.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated June 11, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DOANE PRODUCTS COMPANY
By: /s/ Thomas R. Heidenthal
------------------------
Thomas R. Heidenthal
Senior Vice President and
Chief Financial Officer
Dated: June 17, 1998
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------- -------------------
99.1 Press Release dated June 11, 1998.
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EXHIBIT 99.1
BUSINESS EDITOR:
Doane Products & Windy Hill Sign Merger Agreement
JOPLIN, Mo., June 11 /PRNewswire/ -- DPC Acquisition Corp. ("DPCAC"), the
corporate parent of Doane Products Company ("Doane"), and Windy Hill Pet Food
Holdings, Inc., ("WH Holdings"), the corporate parent Windy Hill Pet Food
Company, Inc. ("Windy Hill''), jointly announced today that they have entered
into a merger agreement whereby Windy Hill Holdings will become a wholly-owned
subsidiary of DPCAC and a sister corporation to Doane. Doane and Windy Hill are
both manufacturers of private label pet foods.
In the transaction, the shareholders of WH Holdings will receive common
stock of DPCAC. Completion of the transaction is subject to certain conditions
and approvals, including clearance under the Hart-Scott-Rodino Act.
DPCAC's principal investors include Summit Capital Inc., a Houston-based
private investment firm, DLJ Merchant Banking Partners, L.P., an affiliate of
Donaldson, Lufkin & Jenrette Securities Corporation, and Chase Capital
Partners, an affiliate of The Chase Manhattan Corporation.
WH Holdings was organized by Dartford Partnership, a San Francisco-based
firm that invests in and manages companies in the consumer food and beverage
industries. Windy Hill's other principal investor is Bruchmann, Rosser,
Sherrill & Co., L.F., a New York-based private equity investment firm with over
$400 million in capital. Chase Securities, Inc. served as a financial adviser
to Windy Hill on the transaction.
SOURCE Doane Products Company
-0- 06/11/98
/CONTACT: Doane Products, 417-624-6166/
