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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 1, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-27818
DOANE PET CARE COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 43-1350515
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
210 WESTWOOD PLACE SOUTH, SUITE 400
BRENTWOOD, TN 37027
(Address of Principal Executive Office, Including Zip Code)
(615) 373-7774
(Registrant's Telephone Number, Including Area Code)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 24, 2000, registrant had outstanding 1,000 shares of common
stock.
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TABLE OF CONTENTS
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PART I
Item 1. Business ........................................................................... 1
Item 2. Properties.......................................................................... 13
Item 3. Legal Proceedings................................................................... 14
Item 4. Submissions of Matters to a Vote of Security Holders................................ 14
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters................ 14
Item 6. Selected Financial Data............................................................. 14
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations....................................................................... 17
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.......................... 22
Item 8. Financial Statements and Supplementary Data......................................... 23
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................................ 23
PART III
Item 10. Directors and Executive Officers of the Registrant.................................. 23
Item 11. Executive Compensation.............................................................. 26
Item 12. Security Ownership of Certain Beneficial Owners and Management...................... 30
Item 13. Certain Relationships and Related Transactions...................................... 32
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K................... 34
Signatures.................................................................................... 38
Financial Information................................................................Appendix F-1
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PART I
ITEM 1 - BUSINESS
THE COMPANY
Doane Pet Care Enterprises, Inc., our parent corporation, was formed in
1995 by a group of investors led by Summit Capital, Inc. ("SCI"), DLJ Merchant
Banking Partners, L.P. ("DLJMB"), Chase Manhattan Investment Holdings, Inc.
("CMIHI") and certain members of existing management to acquire Doane Pet Care
Company ("Doane"), formerly known as Doane Products Company. Our parent has no
other material assets or activities other than the ownership of our common
stock. During 1998 and 1999, we expanded our pet food business through the
following acquisitions:
Ipes Acquisition. In April 1998, we acquired Ipes Iberica, S.A. ("Ipes")
for $26.2 million, net of cash purchased of $1.9 million, and the assumption of
indebtedness of $1.9 million. Ipes is a private label pet food manufacturer
located in Spain.
Windy Hill Acquisition. In August 1998, our parent acquired Windy Hill Pet
Food Holdings, Inc. ("Holdings") for approximately 6.4 million shares of its
common stock and the assumption of $183.5 million of indebtedness. Windy Hill
Pet Food Company, Inc. ("Windy Hill"), a wholly owned subsidiary of Holdings,
was merged with us in November 1998 in connection with the Refinancing
Transactions. See "Exchange Offer and Refinancing Transactions." This
acquisition was accounted for as a purchase with the purchase price and direct
acquisition costs allocated based on the fair value of assets acquired and
liabilities assumed.
Windy Hill was a manufacturer of dry pet food products headquartered in
Tennessee. Windy Hill was formed in February 1995 by a group of investors led by
Dartford Partnership, L.L.C. ("Dartford") to acquire substantially all of the
assets and liabilities of the pet food division of Martha White Foods, Inc. for
$21.0 million. Windy Hill made several acquisitions prior to its merger with us.
In April 1996, Windy Hill acquired the assets and liabilities associated with
certain pet food product lines of Heinz Inc. for a purchase price of $52.5
million. In May 1997, Windy Hill acquired Hubbard Milling Company for a purchase
price of $81.1 million, net of proceeds on the disposition of the animal feed
division of $50.0 million. In February 1998, Windy Hill acquired all of the
assets of the AGP pet food division of Consolidated Nutrition, L.C. for a
purchase price of approximately $12.4 million. In April 1998, Windy Hill
acquired certain pet food assets and certain liabilities associated with the
NuPet Division of Nulaid Foods, Inc. for a purchase price of approximately $3.1
million. In June 1998, Windy Hill acquired Deep Run Packing Company, Inc., a
manufacturer of wet (canned) pet food, for a purchase price of approximately
$16.4 million.
DIPP Acquisition. In July 1999, we acquired a 50% interest in the business
of North American Pet Products, Inc., a privately held international pet food
distribution and brokerage company. The purchase price was $0.8 million in cash
and 40,000 shares of our parent's common stock. The jointly owned business has
operated under the name Doane International Pet Products LLC ("DIPP") since the
acquisition and will be our exclusive distributor of Doane manufactured
products, as well as DIPP's existing product lines, in the Asian and Latin
American markets. Our investment in DIPP is being accounted for under the equity
method.
Caldwell Acquisition. In August 1999, we terminated our joint venture
agreement associated with the manufacturing operations of a pet food plant in
Caldwell, Idaho. Upon termination, we assumed control of 100% of the pet food
operations at the facility.
Larkshall Acquisition. In October 1999, we acquired all of the assets of
the Larkshall Extrusions ("Larkshall") division of Buxted Chicken Limited for
$5.0 million in cash. Larkshall is a manufacturer of a complete range of dry pet
food located in England. This acquisition has been accounted for as a purchase
with the purchase price and direct acquisition costs allocated based on the fair
value of assets acquired.
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RECENT DEVELOPMENTS
Arovit Acquisition. In March 2000, we signed a share purchase agreement to
acquire A/S Arovit Petfood ("Arovit") headquartered in Esbjerg, Denmark for
approximately DKK 1.2 billion (approximately U.S. $156 million) and will assume
indebtedness, net of cash, of approximately DKK 64 million (approximately U.S.
$8 million). Arovit manufactures and sells a full range of pet food products,
throughout Europe, for dogs and cats, including wet, dry and treats, primarily
through private label programs. We intend to finance this acquisition through
our credit facilities. Completion of the transaction is subject to certain
conditions, including financing.
Menu Acquisition. In January 2000, we signed a letter of intent to purchase
Menu Foods Limited ("Menu"). Menu is a supplier of wet private label pet food in
North America.
EXCHANGE OFFER AND REFINANCING TRANSACTIONS
In November 1998, we refinanced our capital structure in connection with
the Windy Hill merger as follows (collectively the "Refinancing Transactions"):
-- We completed a cash tender offer for approximately $97.0 million
principal amount of our 10 5/8% Senior Notes due 2006;
-- Windy Hill completed a cash tender offer for $46.0 million principal
amount of its 9 3/4% Senior Subordinated Notes due 2007, which tender
offer was required by a change of control provision in the indenture
governing such Notes;
-- We completed an exchange offer of $150.0 million principal amount of
our 9 3/4% Senior Subordinated Notes due 2007 for the remaining
approximately $63.0 million principal amount of our 10 5/8% Senior
Notes due 2006 and the remaining approximately $74.0 million principal
amount of Windy Hill's 9 3/4% Senior Subordinated Notes due 2007; and
-- We entered into a new Senior Credit Facility with a syndicate of
financial institutions providing for total commitments of $345.0
million. We borrowed $292.0 million under the Senior Credit Facility
to fund the cash requirements of the Refinancing Transactions, repay
borrowings under and retire our previous credit facilities, repay
other debt and repay bridge financing costs incurred in connection
with the tender offer for Windy Hill's 9 3/4% Senior Subordinated
Notes due 2007.
GENERAL
We are a leading manufacturer of dry pet food in the United States and the
largest global provider of private label pet food. We manufacture products for
store brands owned by retail customers, also known as private labels,
manufacture products under contract for national branded pet food companies and
produce and sell products under regional brands owned by us.
We offer a full line of pet food products for dogs and cats, including both
dry and wet food, treats and biscuits, to retailers of all types. Our products
are manufactured to meet customer specifications across all retail channels and
price points, from super premium to value products. Accordingly, we manufacture
store brands for over 350 customers in the United States, including the three
largest mass merchandisers, the five largest grocery store chains and the two
largest national pet specialty retailers. We also manufacture dry pet food and
treats for five of the six largest national branded pet food companies through
co-manufacturing arrangements pursuant to which we produce, package and ship a
portion of those companies' products.
We have the most extensive manufacturing and distribution network in the
industry, providing us with certain operational, cost and competitive
advantages. We manufacture and distribute our products through 33 combination
manufacturing and distribution facilities in the United States and Europe and
nine additional product distribution centers in the United States. The number
and strategic locations of our facilities reduce
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distribution expenses, which represent a meaningful portion of the delivered
cost of pet food due to its bulk and weight relative to its selling price. Our
distribution network can further reduce expenses by enabling certain of our
customers to bypass their distribution centers and to have us deliver our
products directly to their stores.
From 1995 to 1998, we increased internal sales volume at a compound annual
growth rate of 9.3%, exclusive of acquisitions. In 1999, our internal sales
volume decreased by 6.6% because we elected to cede certain low margin sales to
provide opportunities for the growth of more profitable product lines. We
believe our sales growth is primarily due to an increase in consumer acceptance
of store brands versus national brands. In addition, we have been the primary
supplier of store brand pet food to WalMart Stores, Inc. since 1970 and its
Sam's Club division since 1990 (collectively "Wal*Mart"). We manufacture and
distribute, under our direct delivery program, a variety of products for
Wal*Mart including its store brand, Ol' Roy, which is the largest selling brand
of dry pet food in the United States by volume. Sales of store brand products to
Wal*Mart accounted for approximately 37% of our pro forma 1998 net sales and
approximately 43% of our actual net sales in 1999.
PRODUCTS AND SERVICES
We provide our customers with comprehensive pet food category management
services designed to expand each customer's pet food product lines and to
improve the category's profitability. Category management services include:
-- product development and testing;
-- packaging design services; and
-- assistance in formulating pricing and marketing strategies in
connection with our customers' store brand programs.
Our store brand program involves the formulation and supply of a wide
variety of high quality pet food products, including dry, wet, semi-moist, soft
dry, soft treats and dog biscuits, that are comparable in quality to, but lower
in cost than, competing branded pet food products. For our national branded
customers, we manufacture dry pet food, treats and dog biscuits that meet those
customers' specifications and quality standards. Our regional brands are used
for economy priced products that are generally marketed as a complement to our
customers' store brand programs. Accordingly, we are a single source supplier to
our customers for store brands, regional brands and certain co-manufactured
national brands. Furthermore, we are able to ship all such product offerings
together, which provides our customers with the ability to obtain a substantial
portion of their pet food requirements from one supplier.
We manufacture dry pet food under approximately 350 store brands, including
Canine Club, Retriever, Dura Life, NutraCare, Hy Vee, Ol' Roy, Exceed, Maxximum
Nutrition, Remarkable, Pathmark, Pet Club, PMI-Nutrition and Special Kitty. Our
regional brands include Kozy Kitten(R), G. Whiskers(R), Trail Blazer(R), and
Tuffy's(R), and allow our customers to broaden their product offerings. We also
have Bonkers(R) and Pet Lovers(TM) branded treats available for our retailers.
In addition to our manufactured pet food products, we sell products
manufactured by third parties and maintain an in-house engineering services
group. A description of each of our product lines and the services provided by
our engineering services group is set forth below:
Dry Pet Food. We are a leading manufacturer of dry pet food in the United
States. We produce, market and distribute a wide selection of high quality dry
pet food products, predominately for dogs and cats. The dog food product line
includes high protein, chunk style, premium blended, puppy food, gravy style
products and super premium meat inclusion technology.
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Biscuits and Treats. We are the largest manufacturer of dog biscuits in the
United States and a leading supplier of soft treats. Biscuits undergo a
different manufacturing process from dry pet food that primarily involves baking
rather than the use of extruders.
Wet, Semi-Moist and Soft Dry. These products are distinguishable from dry
pet food based on their higher moisture levels, the manufacturing technology
used to process such products and their higher packaging costs.
Non-Manufactured Products. We sell certain non-manufactured products
including cat litter and pet treats that have been produced by third parties.
These items are received into our manufacturing facilities and warehouses and
are aggregated with our manufactured products into truckload quantities for
combined shipment to certain customers. We provide this service to our customers
as a part of our direct delivery program and receive a handling fee from them
for this service.
Engineering Services Group. Our engineering services group designs and
builds extruders, conveyors, dryers and other parts and equipment, including
replacement parts, for our pet food manufacturing facilities and for third
parties. The engineering services group has repair staff who are available to
service and repair machinery and equipment at our production facilities, giving
us the ability to make timely repairs and minimize downtime. Our in-house
engineers generally design and supervise plant construction, thereby reducing
plant construction costs and ensuring consistency in manufacturing processes and
quality control. We believe our engineering services group provides us with
services at a lower cost and more efficiently than we can obtain from third
parties.
SEASONALITY OF PET FOOD
Our sales are somewhat seasonal. We typically experience an increase in net
sales during the first and fourth quarters of each year, as is typical in the
pet food industry. The seasonality of the pet food business is generally
attributable to cooler weather, which results in increased dog food consumption.
SALES AND DISTRIBUTION
Our direct sales force seeks new customers and works directly with mass
merchandisers, membership clubs, farm and feed stores, specialty pet stores and
grocery store chains. We also use independent food brokers. We generate new
business through the expansion of our product lines and the development of new
marketing programs to existing customers.
Most of our products are distributed utilizing our customers'
transportation networks. Several of our largest customers utilize us as a
just-in-time supplier and maintain trailers at our manufacturing and
distribution facilities. The trailers are loaded and shipped either directly to
individual stores or to customers' distribution centers. Those customers that
allow us to ship products directly from our manufacturing facilities to their
retail outlets are able to reduce their inventory, freight and handling costs by
avoiding shipment to their distribution centers. Those customers that use their
own transportation fleet are able to utilize their trucks that would otherwise
be empty to backhaul a load of pet food on return to their distribution center
or directly to another store. Our ability to ship directly to certain of our
customers is a key consideration in locating our manufacturing facilities and is
a significant competitive advantage.
Our customers that do not utilize their own transportation fleet either
arrange their own transportation or have us arrange transportation on a contract
basis through common carriers. We do not own or operate any transportation
equipment.
We are capable of providing vendor managed inventory services to certain
key customers for both direct store and warehouse deliveries. These services
allow us to communicate on-line with our customers' inventory management
systems, evaluate their inventory levels and place orders on their behalf to
meet their just-in-time inventory requirements or to maintain their optimum
inventory levels. The benefits to our customers of vendor managed inventory
services include shorter lead-time requirements, higher inventory turns and
reduced out-of-stock positions.
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CUSTOMERS
We manufacture store brands for over 350 customers. Store brand customers
include mass merchandisers, such as Wal*Mart and Costco, specialty pet stores,
such as PetsMart, and grocery store chains, such as Safeway, Food Lion, Kroger,
Publix, Albertson's, Royal Ahold and Lucky's. In addition, we manufacture
products for farm and feed stores, including Tractor Supply and Purina Mills,
and national branded pet food companies such as Iams, Heinz, Kal-Kan, Hill's Pet
Nutrition and Nestle.
For the fiscal year ended January 1, 2000, sales of store brand products to
Wal*Mart accounted for 43% of our net sales. We have been the primary supplier
of private label dry pet food products to WalMart Stores, Inc. since 1970 and to
its Sam's Club division since 1990. We utilize a computerized order and
distribution system to ship product directly to substantially all domestic
Wal*Mart stores, a majority of which are located within 250 miles of one of our
facilities. This direct delivery program, which reduces customer inventory,
handling and warehouse expenses, is enhanced by the number and strategic
locations of our facilities. We also offer direct delivery programs and
electronic data interchange systems to other customers who see these services as
beneficial.
COMPETITION
The pet food industry is highly competitive. The companies that produce and
market the major national branded pet foods are national or international
conglomerates that are substantially larger than us and possess significantly
greater financial and marketing resources than us. Store brand pet food products
manufactured by us and sold by our customers compete for shelf space with
national branded pet food products on the basis of quality and price. In
addition, certain national branded manufacturers also manufacture store brands.
National branded products compete principally through advertising to create
brand awareness and loyalty. We experience some price competition from national
branded products. To the extent significant price competition from national
branded products exists or the national branded manufacturers significantly
increase their store brand presence, our operating results and cash flow could
be adversely affected. We also compete with regional branded manufacturers and
other store brand manufacturers.
We believe we differentiate our company from the national branded pet food
manufacturers by offering comparable products at lower prices, which provides
retailers with the opportunity to increase profitability from pet food sales. In
addition, we believe we differentiate our company from other store brand pet
food manufacturers by offering higher quality products, national production and
distribution capabilities and a reputation for increasing customers' store brand
pet food sales.
RAW MATERIALS AND PACKAGING
The principal raw materials required for our manufacturing operations are
bulk commodity grains and foodstocks, including corn, soybean meal, wheat
middlings, meat and bone meal, and corn gluten meal. We generally purchase raw
materials one to three months in advance. We purchase the raw material
requirements of each of our manufacturing facilities locally due to the high
freight costs of transporting bulk commodity products. As a result, raw material
costs may vary substantially among manufacturing facilities due to local supply
and demand and varying freight costs. Raw materials are generally purchased from
large national commodity companies and local grain cooperatives. We do not
maintain long-term contracts with any of our suppliers; however, we believe that
alternative suppliers are readily available.
We manage the price risk created by market fluctuations by using derivative
instruments for portions of our primary commodity products purchases,
principally through exchange traded futures and options contracts. The terms of
such contracts are generally less than one year. Settlement of positions are
either through financial settlement with the exchanges or through exchange for
the physical commodity, in which case, we deliver the contract against the
acquisition of the physical commodity. Our policy does not permit speculative
commodity trading. See Item 7A -- "Quantitative and Qualitative Disclosures
about Market Risk."
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Packaging is a material component of our raw material costs. We have five
main suppliers of packaging and believe that additional packaging suppliers are
readily available. A majority of our requirements are not covered by long-term
contracts with any of our packaging suppliers.
We generally price our pet food products based on the costs of raw
materials, packaging and certain other costs plus a conversion charge, which
includes a profit factor. We periodically adjust our prices based on
fluctuations in raw material and packaging costs. There can be no assurance that
future selling price increases will be obtainable with our customers in the
event of increased raw material costs. See Item 7 -- "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Inflation and
Changes in Prices."
RESEARCH AND DEVELOPMENT
Our research and development department consists of a staff of chemists and
nutritionists, a central laboratory used for research and development and
laboratories at each of our production facilities used for quality control. We
continuously develop new products. Our research and development department
formulates the mix, comprised of raw materials and vitamins and minerals, and
tests the nutritional content of new products. Independent commercial kennels
and catteries are used for comparison taste tests with national branded products
to ensure digestibility and palatability as well as to substantiate the
nutritional content of new products.
Quality control is an integral part of our research and development. We
maintain a program for testing raw materials to ensure nutritional adequacy and
to screen for the presence of bacteria and other harmful substances. We
continuously test pet food production at each of our plants by analyzing the
finished pet food product against formulas and regulatory requirements.
Packaging is inspected to ensure print quality, proper dimensions and compliance
with labeling regulations.
ENVIRONMENTAL, REGULATORY AND SAFETY MATTERS
We are subject to a broad range of federal, state, local and foreign
environmental laws and regulations, including those governing discharges to the
air and water, the storage of petroleum substances and chemicals, the handling
and disposal of solid or hazardous wastes, and the remediation of contamination
arising from spills and releases. Failure to comply with these laws and
regulations may result in the assessment of administrative, civil and criminal
penalties, permit revocation and modification as well as, in certain instances,
the issuance of injunctions. Aside from costs associated with the product recall
discussed below, we have not been subject to any material environmental
liabilities and compliance of our business and operations with environmental
laws and regulations has not had a material adverse effect on our capital
expenditures, earnings, or competitive position. Environmental laws and
regulations have changed substantially in recent years and we believe the trend
of more expansive and more strict environmental legislation and regulations will
continue. While we believe we are in substantial compliance with applicable
environmental, safety and public health laws, there can be no assurance that
additional costs for compliance will not be incurred in the future or such costs
will not be material.
Our business involves the use of aboveground and underground storage tanks.
Under applicable laws and regulations, we are responsible for the proper use,
maintenance and abandonment of regulated storage tanks that we own or operate
and for remediation of subsurface soils and groundwater impacted by releases
from such existing or abandoned aboveground or underground storage tanks.
We are also subject to laws and regulations governing remediation,
recycling, or disposal. The Comprehensive Environmental Response, Compensation
and Liability Act of 1980, also known as CERCLA or the "Superfund" law, and
analogous state laws impose liability, without regard to fault or the legality
of the original conduct, on certain classes of persons who are considered
statutorily responsible for the release of a "hazardous substance" into the
environment. These persons include the owner or operator of a facility where a
hazardous substance release occurred and companies that disposed or arranged for
the disposal of hazardous substances. Persons who are or were responsible for
the releases of hazardous substances under
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CERCLA may be subject to joint, several and retroactive liability for the costs
of environmental response measures.
We currently own or lease, and in connection with our acquisition program,
will in the future own or lease properties that, in some instances, have been
used for pet food manufacturing or feed mill operations for many years. Although
we have utilized operating and disposal practices that were standard in the
industry at the time, in some locations environmentally sensitive materials were
spilled or released on or under the properties owned or leased by us or on or
under other locations where such materials were taken for disposal. In addition,
many of these properties have been operated by third parties whose use, handling
and disposal of such environmentally sensitive materials or similar wastes were
not under our control. These properties and the waste materials spilled,
released or otherwise found thereon may be subject to CERCLA, the federal
Resource Conservation and Recovery Act, and analogous state laws. Under such
laws, we have been required to remove or remediate previously spilled or
released waste materials (including such materials spilled or released by prior
owners or operators), or property contamination (including groundwater
contamination caused by prior owners or operators), or to perform monitoring or
remedial activities to prevent future contamination (including releases from
underground storage tanks or aboveground bulk petroleum storage facilities).
Moreover, some of our manufacturing facilities are located within industrial
areas. It is possible that in the future additional environmental response costs
may be required for existing sites, as well as any additional sites, that may be
identified. In the past, nearby industries have suffered releases of hazardous
substances to the environment that are the subject of CERCLA investigations. It
is possible that these neighboring environmental activities may have impacted
some of our properties. We have not been advised, nor do we expect to be
advised, by any environmental agency that we are considered a potentially
responsible party for the neighboring environmental conditions, and we have no
reason to believe that such conditions would have a material adverse effect on
our company.
We are also subject to the federal Clean Water Act and analogous state laws
relating to the discharge of pollutants to state waters and waters of the United
States. Local sewerage authorities also have established regulations governing
connections to and discharges into their sewer systems and treatment plants.
Pursuant to these laws and regulations, we are required to obtain permits at a
number of our facilities for the discharge of our wastewater. From time to time,
we are required to make capital improvements at certain of our facilities to
assure compliance with regulatory and permit conditions relating to our
wastewaters discharged offsite. Failure to comply with these laws, regulations
and permit conditions may result in the imposition of administrative, civil and
criminal penalties. We believe that our operations are in substantial compliance
with the Clean Water Act and analogous state and local requirements, and that
the installation of any wastewater discharge capital improvements will not have
a material adverse affect on our operations or financial position.
Our operations are subject to the federal, state and local requirements
pertaining to air emissions. We may be required from time to time to install air
emission control or odor control devices to satisfy applicable air requirements.
We are installing a bio-filtration system at one of our facilities. We do not
expect the installation of such system to have a material adverse impact on our
operations or financial position. It is possible that in the future additional
air control devices may be installed at other facilities of ours as deemed
necessary to satisfy existing or future requirements.
The manufacturing and marketing of our products are subject to regulation
by federal regulatory agencies, including the Occupational Safety and Health
Administration, the Food and Drug Administration and the U.S. Department of
Agriculture, and by various state and local authorities. The Food and Drug
Administration also regulates the labeling of our products. Substantial
administrative, civil and criminal penalties may be imposed for violations of
Occupational Safety and Health Administration, Food and Drug Administration, and
Department of Agriculture regulations and violations may be restrained through
injunction proceedings. We procure and maintain the necessary permits and
licenses to operate our facilities and consider our company to be in material
compliance with applicable Occupational Safety and Health Administration,
Food and Drug Administration and Department of Agriculture requirements.
On October 30, 1998, we initiated a product recall for certain dry dog food
manufactured at our Temple, Texas plant. The recall covered dry dog food
manufactured at our Temple plant between July 1
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and August 31, 1998 and did not apply to dry dog food manufactured at other
plants or to our dry cat food, biscuits, treats or canned products. We recorded
a $3.0 million product recall charge in the fourth quarter of fiscal 1998.
We believe our operations are in material compliance with environmental,
safety and other regulatory requirements; however, we cannot assure you those
requirements will not change in the future or we will not incur significant
costs in the future to comply with those requirements, to effect future recalls
or in connection with the effect of these matters on our business.
Our pet food operations outside the United States are potentially subject
to similar foreign governmental controls and restrictions pertaining to the
environment. We believe that compliance with existing requirements of those
governmental bodies has not had a material adverse effect on our operations.
TRADEMARKS
Certain of our brands are protected by trademark registrations in the
United States and in certain foreign markets. We believe that our registered
trademarks are adequate to protect such brand names.
EMPLOYEES
As of January 31, 2000, we had approximately 2,286 employees, of whom
approximately 274 were management and administrative personnel and approximately
2,012 were manufacturing personnel. Of this number, 415 employees in four of our
plants are represented by labor unions. The collective bargaining agreement with
respect to the Birmingham, Alabama plant covers 109 employees and expires on
January 20, 2001. The collective bargaining agreement with the Joplin, Missouri
plant covers 216 employees and expires on January 31, 2003. The collective
bargaining agreement with the Muscatine, Iowa plant covers 66 employees and
expires on December 4, 2003. The collective bargaining agreement with respect to
the NuPet plant in Ripon, California covers 24 employees and expires in October
2000, subject to renewal for subsequent one year terms. We consider our
relations with our employees to be satisfactory.
FORWARD-LOOKING STATEMENTS
Certain of the statements set forth under Item 1 -- "Business" and Item 7
- - -- "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere in this annual report on Form 10-K are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements:
-- address activities, events or developments that we expect, believe,
anticipate or estimate will or may occur in the future;
-- are based on certain assumptions and analyses that we have made and we
believe are reasonable; and
-- are based on various risks and uncertainties, general economic and
business conditions, the business opportunities that may be presented
to and pursued by us from time to time, changes in laws or regulations
and other factors, many of which are beyond our control.
Any of these factors, or any combination of these factors, could materially
affect our future results of operations and whether our forward-looking
statements ultimately prove to be accurate. Additional important factors that
could cause our actual results to differ materially from our expectations are
disclosed below. See "Risk Factors." These forward-looking statements are not
guarantees of our future performance, and our actual results and future
developments may differ materially from those projected in the forward-looking
statements.
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RISK FACTORS
We are a highly leveraged company.
At January 1, 2000, we had approximately $427.9 million in aggregate
principal amount of outstanding indebtedness, excluding trade payables and other
accrued liabilities. Subject to the restrictions in our senior credit facility
and the indenture governing our senior subordinated notes, we may incur
additional indebtedness from time to time to finance working capital, capital
expenditures, acquisitions or for other purposes.
We will need to increase our debt significantly for the Arovit and Menu
acquisitions and possibly for additional future acquisitions or development
activities. Our ability to meet our debt service obligations and to reduce our
total indebtedness will be dependent upon our future performance, which will be
subject to general economic conditions and to financial, business and other
factors affecting our operations. Many of these factors are beyond our control.
If we are unable to generate sufficient cash flows from operations in the future
to service our indebtedness and to meet our other commitments, we will be
required to adopt one or more alternatives, such as refinancing or restructuring
our indebtedness, selling material assets or operations or seeking to raise
additional debt or equity capital. We cannot assure you that we would be able to
take any of these actions on a timely basis or on satisfactory terms or that
these actions would enable us to continue to satisfy our capital requirements.
The terms of our indebtedness, including the senior credit facility and the
indenture governing our senior subordinated notes, also may prohibit us from
taking these actions.
Our debt agreements limit certain business activities.
Our senior credit facility and the indenture governing our senior
subordinated notes limit our ability to:
-- incur additional indebtedness;
-- incur liens;
-- pay dividends or make certain other restricted payments;
-- sell certain assets;
-- enter into certain transactions with affiliates;
-- merge or consolidate with any other person; or
-- dispose of substantially all of our assets.
The senior credit facility also requires us to maintain specified financial
ratios and satisfy certain financial condition tests. Our ability to meet the
financial ratios and tests can be affected by events beyond our control, and we
cannot assure you that we will meet the tests. In connection with the senior
credit facility, we pledged substantially all of our assets as collateral to
secure our indebtedness. Upon the occurrence of an event of default under the
senior credit facility, our lenders could declare all amounts outstanding under
the senior credit facility to be immediately due and payable. If we were unable
to repay those amounts, the lenders have the right to foreclose upon the
collateral securing the senior credit facility. If the lenders foreclose on the
collateral, we cannot assure you that our assets would be sufficient to repay
our debt in full. These restrictions could limit our ability to obtain future
financings or restrict other corporate activities.
9
<PAGE> 12
The senior subordinated notes are subordinated in right of payment to all of our
existing and future senior indebtedness.
The senior subordinated notes are general unsecured obligations of our
company and subordinated in the right of payment to all of our existing and
future senior indebtedness, including all indebtedness under the senior credit
facility. As of January 1, 2000, we had approximately $257.7 million of senior
indebtedness outstanding. As a result of the subordination, the holders of any
senior indebtedness must be paid in full before the holders of the senior
subordinated notes in the event of the insolvency, liquidation, reorganization,
dissolution or other winding-up of our company or upon a default in payment with
respect to, or the acceleration of, any senior indebtedness. If we incur any
additional debt that is on an equal basis with the senior subordinated notes,
the holders of that debt would be entitled to share on an equal basis with the
holders of the senior subordinated notes in any proceeds distributed in
connection with any insolvency, liquidation, reorganization, dissolution or
other winding-up of our company. This may have the effect of reducing the amount
of proceeds paid to holders of the senior subordinated notes. In addition, we
cannot make cash payments with respect to the senior subordinated notes during a
payment default with respect to senior indebtedness and, under certain
circumstances, no payments may be made with respect to the principal of, and
premium, if any, on the senior subordinated notes for a period of up to 179 days
if a non-payment default exists with respect to senior indebtedness.
We may be unable to repurchase the senior subordinated notes upon a change of
control.
If a change in control of our company occurs, we are required to offer to
purchase all outstanding senior subordinated notes at 101% of the principal
amount plus accrued and unpaid interest, if any, to the date of purchase. We
will use our available cash or cash generated from operations or other sources
to fund any required repurchases of senior subordinated notes. However, we
cannot assure you that sufficient funds will be available at the time of any
change of control to make any required repurchases of the senior subordinated
notes.
In addition, the senior credit facility will prohibit us from purchasing
the senior subordinated notes, except in certain limited amounts, and will also
provide that certain change of control events will constitute a default under
the senior credit facility. Any future credit agreements or other agreements
relating to senior indebtedness that we enter into may contain similar
restrictions and provisions. In the event a change of control occurs at a time
when we are prohibited from purchasing the senior subordinated notes, we could
seek the consent of our lenders to the purchase of the senior subordinated notes
or attempt to refinance the borrowings that contain the prohibition. If we do
not obtain the consent or repay the borrowings, we will remain prohibited from
purchasing the senior subordinated notes by the holder of the relevant senior
indebtedness. In that case, our failure to purchase the tendered senior
subordinated notes would constitute an event of default under the indenture
governing the senior subordinated notes, which would, in turn, constitute a
default under the senior credit facility and could constitute a default under
other senior indebtedness. In those circumstances, the subordination provisions
in the indenture governing the senior subordinated notes would likely restrict
payments by us to the holders of the senior subordinated notes.
We depend on one of our customers.
Sales to Wal*Mart accounted for approximately 61%, 52% and 48% of our net
sales for the years ended December 31, 1997 and 1998 and January 1, 2000,
respectively. For the year ended January 1, 2000, sales of store brand products
to Wal*Mart accounted for approximately 43% of our net sales. We do not have a
long-term contract with Wal*Mart or any other customer. A significant decrease
in business from Wal*Mart would have a material adverse effect on our results of
operations, financial condition and cash flows. In addition, our results of
operations would be negatively impacted to the extent that Wal*Mart is unable to
make payments on outstanding accounts receivable.
10
<PAGE> 13
Increases in the costs of raw materials and packaging could affect our results
of operations.
Our financial results depend to a large extent on the costs of raw
materials and packaging and our ability to pass along increases in these costs
to our customers. Historically, market prices for commodity grains and food
stocks have fluctuated in response to a number of factors, including changes in
U.S. government farm support programs, changes in international agricultural and
trading policies and weather conditions during the growing and harvesting
seasons. Fluctuations in paper prices have resulted from changes in supply and
demand, general economic conditions and other factors. If there are any
increases in raw materials costs, we would be required to increase sales prices
for our products to avoid margin deterioration. We cannot assure you of the
timing or extent of our ability to implement future price adjustments in the
event of increased raw material costs or of whether any price increases
implemented by us may affect the volumes of future shipments. Although we manage
the price risk created by market fluctuations by using derivative instruments
for portions of our primary commodity products purchases, we cannot assure you
our results of operations will not be exposed to volatility in the commodity
markets.
Volatility in the commodity markets could affect our results of operations.
We manage price risk created by market fluctuations by using derivative
instruments for portions of our primary commodity product purchases, principally
through exchange traded futures and options contracts. The terms of these
contracts are generally less than one year. Settlement of positions are either
through financial settlement with the exchanges or through exchange for the
physical commodity, in which case, we deliver the contract against the
acquisition of the physical commodity.
Our policy does not permit speculative commodity trading. Effective
January 1, 1999, our commodity derivative instruments were measured at fair
value in our consolidated financial statements under Statement on Financial
Accounting Standards No. 133, Accounting for Derivative and Hedging Activities,
(SFAS 133). We cannot assure you that our results of operations will not be
exposed to volatility in the commodity markets.
Our acquisition strategy includes various risks.
Our acquisition strategy is based on identifying and acquiring businesses
engaged in manufacturing and distributing pet food products in markets where we
currently do not operate or businesses with products that would complement our
product mix. We will evaluate specific acquisition opportunities based on
prevailing market and economic conditions. Our lack of experience in new markets
we may enter through future acquisitions could have an adverse effect on our
results of operations and financial condition. Acquisitions may require
investment of operational and financial resources and could require integration
of dissimilar operations, assimilation of new employees, diversion of management
time and resources, increases in administrative costs, potential loss of key
employees of the acquired company and additional costs associated with debt or
equity financing. Any future acquisitions that we make could have an adverse
effect on our results of operations. We may encounter increased competition for
acquisitions in the future, which could result in acquisition prices we do not
consider acceptable. We cannot assure you that we will have sufficient available
capital resources to execute our acquisition strategy. We cannot assure you that
we will find suitable acquisition candidates at acceptable prices or succeed in
integrating any acquired business into our existing business or in retaining key
customers of acquired businesses. Our operating results and financial condition
could be materially and adversely affected if any of the following occur:
-- the expected operating efficiencies from the acquisitions do not
materialize;
-- we fail to integrate the acquisitions into our existing operations;
and
-- the costs of the acquisition integrations exceed expectations.
11
<PAGE> 14
The amount of goodwill and other intangible assets we have recorded from our
acquisitions may not be realized.
We had an aggregate $298.5 million of net goodwill and other intangible
assets on our consolidated balance sheets as of January 1, 2000. Goodwill has
been recorded under purchase accounting to represent the excess of the amount
paid over the book value of the assets acquired. Other intangibles include
trademarks and miscellaneous intangible assets such as acquisition costs. We
cannot assure you that the amount of the goodwill and other intangible assets
equivalent to the value of those assets will be realized by us in the future.
Goodwill and other intangible assets represented 43% of our total assets as of
January 1, 2000. We are amortizing our goodwill over 40 years, trademarks over
30 years and miscellaneous intangible assets over four to five years. We cannot
assure you these amortization rates approximate the time period over which these
businesses and assets will be valuable to us. Our earnings in future periods
would be reduced if the amortization periods were shortened or the amount of
goodwill or other intangible assets were to be written off prior to
amortization.
Our business is competitive.
The pet food industry is highly competitive. The companies that produce and
market the major national branded pet foods are national or international
conglomerates that are substantially larger than us and possess significantly
greater financial and marketing resources than us. Store brand pet food products
manufactured by us and sold by our customers compete for shelf space with
national branded pet food products on the basis of quality and price. In
addition, certain national branded manufacturers also manufacture store brands.
National branded products compete principally through advertising to create
brand awareness and loyalty. We experience some price competition from national
branded products. To the extent significant price competition from national
branded products exists or the national branded manufacturers significantly
increase their store brand presence, our operating results and cash flows could
be adversely affected. We also compete with regional branded manufacturers and
other store brand manufacturers.
Risks of conducting international operations; our business could be affected by
currency fluctuations.
We operate a portion of our business and market products internationally,
and we plan to increase our international marketing and business activities. We
are, therefore, subject to and will increasingly become subject to, the risks
customarily attendant to international operations and investments in foreign
countries. These risks include nationalization, expropriation, war and civil
disturbance, restrictive action by local governments, limitation on repatriation
of earnings, change in foreign tax laws and change in currency exchange rates,
any of which could have an adverse effect on our operations in foreign
countries. Interruption of our international operations could have a material
adverse effect on our financial condition and results of operations.
The boards of directors of Doane Pet Care Enterprises, Inc. and Doane are
controlled by certain stockholders.
Our parent is a holding company with no operations. We are its sole
operating subsidiary. In connection with the acquisition of Windy Hill, Doane,
Summit/DPC Partners, L.P. ("Summit"), SCI, CMIHI and an affiliate thereof, DLJMB
and certain of its affiliates, all of Windy Hill's former stockholders and
certain other stockholders of Doane Pet Care Enterprises, Inc. entered into an
investors' agreement. The investors' agreement provides that the boards of
directors of Doane Pet Care Enterprise's Inc. and Doane will consist of eight
members, one being the chief executive officer of Doane Pet Care Enterprises,
Inc. Other than the chief executive officer, certain of the remaining seven
directors will be designated by one or a combination of the parties listed
above, subject to certain percentage ownership requirements. Through their
control of the boards of directors of Doane Pet Care Enterprises, Inc. and
Doane, certain of the parties listed above will be in a position to control the
policies, management and affairs of Doane and to effectively prevent or cause a
change in control of Doane. None of the parties listed above who have the right
to designate individuals to the boards of directors of Doane Pet Care
Enterprises, Inc. and Doane will have that right if its percentage ownership of
common stock of Doane Pet Care Enterprises, Inc. is reduced below 5%.
12
<PAGE> 15
We depend upon certain key personnel.
Our success depends in part upon the continued services of our highly
skilled personnel involved in management, production and distribution, and, in
particular, upon the efforts and abilities of our executive management group. If
we lose the service of any of the members of our executive management group, the
loss could have a material adverse effect on our business, financial condition
and results of operations. We have entered into employment agreements with
members of our executive management group. We do not have key person life
insurance covering any of our employees. Our success also depends upon our
ability to attract and retain additional highly qualified employees.
We are subject to environmental, safety and other regulations.
We are subject to a broad range of federal, state, local and foreign laws
and regulations intended to protect the public health and the environment,
including those governing discharges to the air and water, the storage of
petroleum substances and chemicals, the handling and disposal of solid or
hazardous wastes and the remediation of contamination associated with releases
of wastes or hazardous substances. We are also subject to regulation by the
Occupational Safety and Health Administration, the Food and Drug Administration
and the U.S. Department of Agriculture and by various state and local
authorities. Violations of these regulatory requirements can result in
administrative, civil or criminal penalties being levied against us, permit
revocation or modification or a cease and desist order against operations that
are not in compliance.
On October 30, 1998, we initiated a voluntary product recall for certain
dry dog food manufactured at our Temple, Texas plant. The recall covered dry dog
manufactured at our Temple plant between July 1 and August 31, 1998 and did not
apply to dry dog food manufactured at other plants or to our dry cat food,
biscuits, treats or canned products. We recorded a $3.0 million product recall
charge in the fourth quarter of fiscal 1998.
We believe that our operations are in substantial compliance with
environmental, safety and other regulatory requirements; however, we cannot
assure you these requirements will not change in the future or we will not incur
material costs in the future to comply with these requirements, to effect future
recalls or in connection with the effect of these matters on our business.
ITEM 2 - PROPERTIES
Our corporate headquarters are located in Brentwood, Tennessee. We own
combination manufacturing and distribution facilities in the following states:
one each in Alabama, Colorado, Georgia, Idaho, Indiana, Iowa, Kansas, New York,
South Carolina, Tennessee, Texas and Virginia; two each in Minnesota, Missouri,
Ohio, Oklahoma and Wisconsin; and three each in California and Pennsylvania. We
have a 50% joint venture interest in facilities located each in Missouri, Texas
and Italy. We also own facilities in Spain and the United Kingdom. Additionally,
we signed a share purchase agreement to acquire Arovit, which has three
facilities in Denmark and one facility in Austria, and signed a letter of intent
to acquire Menu, which has one facility in Canada and two facilities in the
United States. We own or lease nine product distribution warehouses and one
packaging warehouse.
Our manufacturing facilities are generally located in rural areas in
proximity to our customers, raw materials and transportation networks, including
rail transportation. We believe the number and strategic locations of our
manufacturing facilities enhance our position as a low cost provider by reducing
freight costs for raw materials and finished goods and facilitating direct
delivery programs. The rural locations also minimize land and labor costs. We
believe we can construct new manufacturing facilities at a lower cost than
competitors by using our engineering services group to design and construct most
of the necessary production equipment.
13
<PAGE> 16
ITEM 3 - LEGAL PROCEEDINGS
In the ordinary course of business, we are party to litigation from time to
time; however, we are not a party to any material pending legal proceedings that
we believe would have a material adverse effect on our financial condition or
results of operations.
ITEM 4 - SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
All of our common stock is owned by our parent. We did not sell any
unregistered equity securities in 1999.
ITEM 6 - SELECTED FINANCIAL DATA
The selected consolidated financial data presented below, except for pet
food sold, as of and for the years ended December 31, 1997 and 1998 and January
1, 2000 is derived from our audited consolidated financial statements included
elsewhere in this annual report on Form 10-K. In 1999, we changed our fiscal
year end to the Saturday nearest December 31. The selected consolidated
financial data presented below as of and for the nine months ended September 30,
1995, the three months ended December 31, 1995 and the year ended December 31,
1996 are derived from our consolidated financial statements not included
elsewhere in this annual report on Form 10-K. The information set forth below is
qualified in its entirety in conjunction with Item 7 - "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and our
consolidated financial statements and notes thereto included elsewhere in this
annual report on Form 10-K (table in thousands, except share and per share
amounts):
14
<PAGE> 17
<TABLE>
<CAPTION>
PREDECESSOR(1) DOANE
-------------- -----------------------------------------------------------
NINE THREE YEARS ENDED
MONTHS MONTHS ---------------------------------------------
ENDED ENDED DECEMBER 31,
SEPTEMBER 30, DECEMBER 31, ---------------------------------- JANUARY 1,
1995 1995 1996 1997 1998 (2) 2000 (3)
------------- ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales $ 303,633 $ 114,958 $ 513,217 $ 564,741 $ 686,663 $ 770,591
Cost of goods sold 247,394 97,184 446,776 482,896 554,447 576,490
Gross profit 56,239 17,774 66,441 81,845 132,216 194,101
Operating expenses:
Promotion and distribution 17,675 6,484 26,480 31,876 45,039 61,188
Selling, general and administrative 8,558 2,660 11,512 14,384 26,266 40,912
Amortization of intangibles -- 1,017 3,538 3,601 6,468 10,357
Non-recurring expenses (4) 9,440 -- -- -- 10,043 2,539
Income from operations 20,566 7,613 24,911 31,984 44,400 79,105
Interest expense, net 3,611 5,806 22,471 22,463 31,136 39,739
Non-recurring finance charges (5) -- -- 4,815 -- 4,599 --
Other (income) expense, net (8) 29 (2) (102) 164 (1,201)
Income (loss) before income taxes,
extraordinary loss and cumulative
effect of a change in accounting
principle 16,963 1,778 (2,373) 9,623 8,501 40,567
Income tax expense (benefit) 217 754 (855) 3,389 3,602 16,858
Income (loss) before extraordinary loss and
cumulative effect of a change in
accounting principle (6) 16,746 1,024 (1,518) 6,234 4,899 23,709
Extraordinary loss, net of income tax
benefit of $16,001 (7) -- -- -- -- 26,788 --
Cumulative effect at adoption on January 1,
1999 of a change in accounting for
derivative instruments, net of income tax
benefit of $1,440 (8) -- -- -- -- -- (2,263)
Net income (loss) $ 16,746 $ 1,024 $ (1,518) $ 6,234 $ (21,889) $ 21,446
========= ========= ========= ========= ========= =========
OTHER DATA:
Net income (loss) per common share $ -- $ -- $ (7,264) $ (151) $ (29,136) $ 13,273
EBITDA (9) 24,364 10,063 30,449 43,216 57,514 106,389
Adjusted EBITDA (9) 33,804 10,063 35,264 43,216 72,156 108,928
Cash flows provided by operating activities 12,954 2,711 18,583 20,972 33,992 59,938
Cash flows used in investing activities (3,677) (209,346) (11,489) (15,161) (56,300) (34,458)
Cash flows provided by (used in) financing
activities (20,568) 204,635 (8,644) (5,811) 25,432 (21,531)
Depreciation and amortization expense 3,694 2,574 10,135 10,971 17,877 26,083
Capital expenditures (10) 4,224 1,297 7,901 14,437 23,327 26,668
Pet food sold (thousands of tons) 774 288 1,189 1,237 1,513 1,741
</TABLE>
<TABLE>
<CAPTION>
JANUARY 1,
1995 1996 1997 1998 2000
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital $ 38,894 $ 26,123 $ 25,645 $ 39,947 $ 32,832
Total assets 309,584 338,293 338,184 710,879 693,296
Total debt 209,738 206,603 200,410 461,974 427,922
Senior Preferred Stock 18,414 24,160 30,545 37,792 45,965
Stockholder's equity 40,111 33,247 33,946 69,294 82,946
</TABLE>
(1) Doane Pet Care Enterprises, Inc., our parent corporation, was formed by a
group of investors in 1995 to acquire Doane. For financial statement
purposes, the acquisition of Doane was accounted for as
15
<PAGE> 18
a purchase acquisition effective October 1, 1995. The effects of the
acquisition of Doane have been reflected in Doane's consolidated assets and
liabilities at that date. As a result, Doane's consolidated financial
statements for the periods subsequent to September 30, 1995 are presented
on the successor's new basis of accounting, while financial statements for
the nine months ended September 30, 1995 are presented on the predecessor's
historical cost basis of accounting.
(2) Results for the year ended December 31, 1998 include the results of Windy
Hill for the period from August 3, 1998 to December 31, 1998 and the
results of Ipes for the period from April 17, 1998 to December 31, 1998.
(3) Results for the year ended January 1, 2000 include our share of the results
of DIPP for the period from July 30, 1999 to January 1, 2000 and the
results of Larkshall for the period from October 14, 1999 to January 1,
2000.
(4) Non-recurring expenses in the nine months ended September 30, 1995 include
bonus payments to senior management in connection with the acquisition of
Doane. Non-recurring expenses in the year ended December 31, 1998 include
non-recurring transition expenses of $7.0 million in connection with the
acquisition of Windy Hill and $3.0 million incurred for a product recall in
the fourth quarter of 1998. Non-recurring expenses in the year ended
January 1, 2000 include $1.1 million of non-recurring transition expenses
in connection with the acquisition of Windy Hill and $1.4 million of
expenses related to the proposed initial public offering by our parent
which was withdrawn in the second quarter of 1999. See Item 7 --
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Commitments and Contingencies."
(5) Non-recurring finance charges include $4.8 million of interim bridge
financing costs that were incurred in conjunction with the issuance of the
senior notes in 1996 and $4.6 million of interim bridge financing costs
incurred in conjunction with our Refinancing Transactions in 1998.
(6) Net income of Doane's predecessor does not include any provision for
federal income taxes. Prior to the acquisition of Doane by our parent
corporation, Doane was organized as a subchapter S corporation.
Consequently, Doane did not pay federal, state or local income taxes except
in those states that did not recognize subchapter S status or that required
the payment of franchise taxes based on income.
(7) The extraordinary loss in 1998 represents non-recurring finance charges
associated with the early extinguishment of debt incurred in connection
with the Refinancing Transactions.
(8) The cumulative effect of a change in accounting principle as of January 1,
1999 relates to a change in accounting for derivative instruments in
accordance with SFAS 133. See Note 2 to our consolidated financial
statements included herein.
(9) EBITDA is defined as income before income taxes, extraordinary loss and
cumulative effect of a change in accounting principle plus interest expense
(net), depreciation and amortization. Adjusted EBITDA represents EBITDA, as
defined, plus non-recurring expenses. EBITDA is not a measure recognized by
generally accepted accounting principles and should not be considered in
isolation or as a substitute for operating income, as an indicator of
liquidity or as a substitute for net cash provided by operating activities,
which are determined in accordance with generally accepted accounting
principles. EBITDA and adjusted EBITDA are included in this table because
management believes certain investors may find these measures useful. See
our consolidated financial statements and notes thereto included elsewhere
in this annual report on Form 10-K.
(10) Capital expenditures exclude payments for acquisitions.
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<PAGE> 19
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The reader is encouraged to refer to Item 1 -- "Business," which describes
our company and its recent acquisitions and capital transactions and refer to
Item 7A -- "Quantitative and Qualitative Disclosures about Market Risk," which
describes our risks related to commodity derivative instruments, interest rate
fluctuations and foreign currency translation.
RESULTS OF OPERATIONS
We derive substantially all of our revenue from the sale of dry pet food
products. Historically, approximately 75% to 85% of pet food cost of goods sold
has been comprised of raw material and packaging costs with labor, insurance,
utilities and depreciation comprising the remainder. Historically, market prices
for commodity grains and food stocks have fluctuated in response to a number of
factors, including changes in U.S. government farm support programs, changes in
international agricultural and trading policies and weather conditions during
the growing and harvesting seasons.
Operating expenses consist of promotion and distribution expenses and
selling, general and administrative expenses. Promotion and distribution
expenses are primarily (1) brokerage fees; (2) promotions, volume incentive
discounts and rebates paid to customers; and (3) freight and distribution
expenses. Our selling, general and administrative expenses represent salaries
and related expenses, amortization expense and other corporate overhead costs.
These expenses typically do not increase proportionately with increases in
volume and products sales.
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<PAGE> 20
The following discussion is based on our consolidated financial statements
and notes thereto included elsewhere in this annual report on Form 10-K (table
in thousands, except share amounts and percentages):
<TABLE>
<CAPTION>
YEARS ENDED
---------------------------------------------------------------------------
DECEMBER 31,
----------------------------------------------- JANUARY 1,
1997 1998 2000
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 564,741 100.0% $ 686,663 100.0% $ 770,591 100.0%
Cost of goods sold 482,896 85.5 554,447 80.7 576,490 74.8
--------- --------- --------- --------- --------- ---------
Gross profit 81,845 14.5 132,216 19.3 194,101 25.2
Operating expenses:
Promotion and distribution 31,876 5.6 45,039 6.6 61,188 7.9
Selling, general and administrative 14,384 2.6 26,266 3.9 40,912 5.3
Amortization of intangibles 3,601 0.6 6,468 0.9 10,357 1.4
Non-recurring expenses -- -- 10,043 1.4 2,539 0.3
--------- --------- --------- --------- --------- ---------
Income from operations 31,984 5.7 44,400 6.5 79,105 10.3
Interest expense, net 22,463 4.0 31,136 4.6 39,739 5.2
Non-recurring finance charges -- -- 4,599 0.7 -- --
Other (income) expense, net (102) -- 164 -- (1,201) (0.2)
--------- --------- --------- --------- --------- ---------
Income before income taxes,
extraordinary loss and cumulative effect
of a change in accounting principle 9,623 1.7 8,501 1.2 40,567 5.3
Income tax expense 3,389 0.6 3,602 0.5 16,858 2.2
--------- --------- --------- --------- --------- ---------
Income before extraordinary loss and
cumulative effect of a change
in accounting principle 6,234 1.1 4,899 0.7 23,709 3.1
Extraordinary loss, net of income
tax benefit of $16,001x -- -- 26,788 3.9 -- --
Cumulative effect at adoption on January 1,
1999 of a change in accounting for
derivative instruments, net of income
tax benefit of $1,440x -- -- -- -- (2,263) (0.3)
--------- --------- --------- --------- --------- ---------
Net income (loss) $ 6,234 1.1% $ (21,889) (3.2)% $ 21,446 2.8%
========= ========= ========= ========= ========= =========
</TABLE>
YEAR ENDED JANUARY 1, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1998
Net sales. Net sales for 1999 increased 12.2% to $770.6 million from $686.7
million in 1998. This increase is primarily due to the Windy Hill acquisition
and to a lesser extent the Ipes acquisition. The impact of the acquisitions was
partially offset by certain low margin sales that we ceded to provide additional
opportunities for future growth of more profitable products or product lines and
an $18.7 million reduction in non-manufactured product sales. In addition, the
1999 net sales reflect the pass through of certain raw material costs decreases
to our customers.
Gross profit. Gross profit for 1999 increased 46.8% to $194.1 million from
$132.2 million in 1998. The increase is partially due to the increase in net
sales resulting from the Windy Hill and Ipes acquisitions. The increase is also
attributable to the benefits realized from the implementation of several margin
improvement initiatives. The margin improvement initiatives included new product
development, realization of acquisition synergies, automation improvements and
more aggressive management of low margin products and product lines. In addition
to the margin improvement initiatives, the gross margin as a percentage of sales
is favorably impacted by the reduction in selling price resulting from the pass
through of raw material costs.
Promotion and distribution. Promotion and distribution expenses for 1999
increased 36.0% to $61.2 million from $45.0 million in 1998. The primary reason
for the increase is due to the Windy Hill and Ipes acquisitions. In addition to
the described spending increases, promotion and distribution expenses have
increased as a percentage of sales due to the reduction in sales dollars
attributable to the pass through of reductions in raw material costs.
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<PAGE> 21
Selling, general and administrative. Selling, general and administrative
expenses increased 55.5% to $40.9 million for 1999 from $26.3 million in 1998.
This increase is primarily due to the Windy Hill and Ipes acquisitions. The
increase is also attributable to additional expenses incurred in 1999 over 1998
related to year 2000 compliance and salaries and related fringe benefits
associated with annual wage increases. In addition to the described spending
increases, selling, general and administrative expenses have increased as a
percentage of sales due to the reduction in sales dollars attributable to the
pass through of reductions in raw material costs.
Amortization of intangibles. Amortization of intangibles increased to $10.4
million for 1999 from $6.5 million in 1998 primarily due to the Windy Hill and
Ipes acquisitions.
Non-recurring expenses. Non-recurring expenses for 1999 decreased to $2.5
million from $10.0 million in 1998. The costs incurred in 1999 include $1.4
million of expenses related to the proposed initial public stock offering by our
parent, which was withdrawn prior to completion, and $1.1 million of expenses
incurred in connection with the merger and integration of Windy Hill. The costs
incurred in 1998 relate to the merger and integration of Windy Hill and a
product recall.
Interest expense, net. Interest expense, net, increased 27.6% to $39.7
million for 1999 from $31.1 million in 1998. This increase is primarily due to
$206.0 million of debt incurred in connection with the Windy Hill and Ipes
acquisitions, offset by payments made on the debt since the respective dates of
the acquisitions.
Income tax expense. Income tax expense increased to $16.9 million for 1999
from $3.6 million in 1998. This increase is primarily due to increases in gross
profit and income from operations as mentioned above. The effective income tax
rate for 1999 was 41.6%, which is higher than the combined expected federal tax
rate of 35.0% and state tax rate of 3.9% primarily because a portion of the
goodwill amortization expense is not deductible for tax purposes.
Cumulative effect of a change in accounting principle. The cumulative
effect of a change in accounting principle relates to our adoption of SFAS 133,
which applies to derivative commodity purchase transactions. The loss recorded
of $3.7 million in 1999 is presented net of income tax benefit of $1.4 million.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
Net sales. Net sales for 1998 increased 21.6% to $686.7 million from $564.7
million in 1997 primarily because of the Windy Hill and Ipes acquisitions. In
addition, selling prices decreased due to the pass through of certain reductions
in raw material costs to customers.
Gross profit. Gross profit for 1998 increased 61.5% to $132.2 million from
$81.8 million in 1997 primarily because of the Windy Hill and Ipes acquisitions.
The increase is also attributable to improvements in pet food margins due to
margin management efforts, automation savings, acquisition synergies, improved
product mix and reductions in certain raw material costs and increased pet food
tons sold. The increase in gross profit was partially offset by a decrease in
non-manufactured product gross profit.
Promotion and distribution expenses. Promotion and distribution expenses
increased 41.3% to $45.0 million for 1998 from $31.9 million in 1997 due to
the Windy Hill and Ipes acquisitions.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased $26.3 million for 1998 from $14.4 million in
1997 primarily because of the Windy Hill and Ipes acquisitions. In addition,
salaries and related fringe benefits increased due to: (1) restructuring of the
senior management team in 1997 and 1998; (2) recognition of stock compensation
expense and performance-based bonuses; (3) professional fees associated with
acquisitions that were not consummated; and (4) consulting fees associated with
information systems.
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<PAGE> 22
Amortization of intangibles. Amortization of intangibles increased 79.6% to
$6.5 million for 1998 from $3.6 million in 1997 primarily due to the Windy Hill
and Ipes acquisitions.
Non-recurring expenses. Non-recurring expenses for 1998 include $7.0
million of expenses incurred in connection with the merger and integration of
Windy Hill with Doane. The types of costs incurred were compensation for
transitional personnel, severance and bonus expenses, relocation expenses,
recruiting and training expenses, systems conversion and other unique transition
expenses. An additional $3.0 million of non-recurring expenses was incurred
related to the product recall. See "Commitments and Contingencies."
Interest expense, net. Interest expense, net, for 1998 increased 38.2% to
$31.1 million from $22.5 million in 1997 primarily due to $206.0 million of debt
incurred in connection with the Windy Hill and Ipes acquisitions.
Non-recurring finance charges. In 1998, $4.6 million in interim bridge
financing costs were written off concurrent with the issuance of the senior
subordinated notes that was part of the Refinancing Transactions.
Extraordinary loss, net of income tax benefit. The net extraordinary loss
of $26.8 million in 1998 represents costs of $42.8 million incurred in
connection with our Refinancing Transactions, including tender premiums for our
senior notes, change of control costs for the Windy Hill notes and the write-off
of deferred financing costs for all debt repaid in the Refinancing Transactions.
These costs have been partially offset by a $16.0 million income tax benefit
recognized by us.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our operations, capital expenditures and
working capital requirements from cash flows from operations, bank borrowings
and industrial development bonds. We had working capital of $32.8 million at
January 1, 2000. As of January 1, 2000, we had borrowing capacity under our
revolving credit facility of $87.6 million, net of $2.4 million for outstanding
letters of credit.
Net cash provided by operating activities was $59.9 million for 1999
compared to $34.0 million in 1998. This increase was primarily due to higher
income from continuing operations in 1999.
Net cash used in investing activities was $34.5 million for 1999 compared
to $56.3 million in 1998. This decrease is primarily attributable to acquisition
costs paid in 1999 for DIPP and Larkshall of $6.1 million in comparison to the
acquisition related payments for Ipes and Windy Hill of $31.9 million in 1998.
Capital expenditures of $26.7 million for 1999 primarily relate to plant
enhancement costs, including completion of the construction of a facility in
Clinton, Oklahoma.
Net cash used in financing activities was approximately $21.5 million for
1999 compared to net cash provided by financing activities of $25.4 million in
1998. In 1999, we paid down $22.0 million and $13.8 million on our existing
revolving credit facility and long-term debt, respectively. We had additional
borrowings of $4.9 million in 1999. In 1998, we had net borrowings of $32.0
million on our revolving credit facility, paid $11.3 million for debt issuance
costs and paid $28.4 million in connection with the Refinancing Transactions.
Our principal payments on long-term debt in 1998 were $400.5 million primarily
associated with the Refinancing Transactions. In addition, we made a dividend
payment in 1998 to our parent and did not make a similar payment in 1999.
We expect that our existing manufacturing facilities will not be sufficient
to meet our anticipated volume growth. We have continued to examine alternatives
for expanding our business either through construction of additional
manufacturing capacity or acquisitions of manufacturing assets. Potential
acquisitions could include acquisitions of operating companies. We intend to
finance these expansions or acquisitions with borrowings under existing or
expanded credit facilities, or the issuance of additional equity or debt
securities.
We are highly leveraged and have significant cash requirements for debt
service relating to the senior credit facility, the senior subordinated notes,
the Ipes debt and industrial development revenue bonds. Our ability to
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<PAGE> 23
borrow is limited by the senior credit facility and the limitations on the
incurrence of indebtedness in the indentures governing our senior subordinated
notes. We anticipate our operating cash flows, together with amounts available
to us under our senior credit facility, will be sufficient to finance working
capital requirements, debt service requirements and capital expenditures through
the year 2000.
YEAR 2000
As of the date hereof, we have not experienced any significant business
disruptions or system failures as a result of the crossover to year 2000. We
incurred total costs of approximately $3.0 million and $5.9 million as of
December 31, 1998 and January 1, 2000, respectively, in connection with year
2000 compliance. We tested and verified our year 2000 compliance projects as
scheduled prior to December 31, 1999, including those related to third party
compliance.
COMMITMENTS AND CONTINGENCIES
On October 30, 1998, we initiated a voluntary product recall for certain
dry dog food manufactured at our Temple, Texas plant between July 1 and August
31, 1998. The recall covered dry dog food manufactured at our Temple plant and
did not apply to dry dog food manufactured at other plants or our dry cat food,
biscuits, treats or canned products. We recorded a $3.0 million product recall
charge in the fourth quarter of fiscal 1998 of which substantially all was paid
in 1999.
We believe our operations are in material compliance with environmental,
safety and other regulatory requirements; however, we cannot provide assurance
these requirements will not change in the future or we will not incur material
costs in the future to comply with these requirements, to effect future recalls
or in connection with the effect of these matters on our business. See Item 1 -
"Business - Environmental, Regulatory and Safety Matters."
EURO
Effective January 1, 1999, 11 of the 15 countries comprising the European
Union began a transition to a single monetary unit, the "Euro," which is
scheduled to be completed by July 1, 2002. We are currently considering options
to ensure our European operations can operate effectively after transitioning to
the Euro. Our operations in Italy, Spain and the United Kingdom may incur
significant costs in conversion of their systems to the Euro. We are unable to
predict whether these costs can be passed through to our customers in Europe.
These customers may also begin conducting business using the Euro prior to the
completion of the conversion of our European systems. Delays in conversion could
have a material adverse effect on the results of our operations in Europe. In
addition, the introduction of the Euro may increase competition, as
manufacturers in other European countries become able to compete more easily in
our markets. We do not believe that the implementation of the Euro will have a
material effect on our operations or financial condition taken as a whole.
INFLATION AND CHANGES IN PRICES
Our financial results depend to a large extent on the costs of raw
materials and packaging and the ability of us to pass along to our customers
increases in these costs. Historically, market prices for commodity grains and
food stocks have fluctuated in response to a number of factors, including
changes in U.S. government farm support programs, changes in international
agricultural and trading policies and weather conditions during the growing and
harvesting seasons. Fluctuations in paper prices, which affect our costs for
packaging materials, have resulted from changes in supply demand, general
economic conditions and other factors. In the event of any increases in raw
materials and packaging costs, we may be required to increase sales prices for
our products to avoid margin deterioration. We cannot assure you of the
timing or extent of our ability to implement future price adjustments in the
event of increased raw materials and packaging costs or of whether any price
increases implemented by us may affect the volumes of future shipments to our
customers.
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<PAGE> 24
We manage the price risk created by market fluctuations by using derivative
instruments for portions of our primary commodity product purchases, principally
through exchange traded futures and options contracts. The terms of these
contracts are generally less than one year. Settlement of positions are either
through financial settlement with the exchanges or through exchange for the
physical commodity, in which case, we deliver the contract against the
acquisition of the physical commodity. Our policy does not permit speculative
commodity trading. We cannot assure you that our results of operations will not
be exposed to volatility in the commodity market. See Item 1 - "Raw Materials
and Packaging."
OTHER EVENTS
Our parent, effected a four-for-one stock split on April 8, 1999 pursuant
to which each holder of a share of its common stock received a dividend equal to
three shares of common stock. The share numbers presented in this annual report
on Form 10-K reflect the stock split.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks. Market risk is the potential loss arising
from adverse changes in market prices and rates. We do not enter into derivative
or other financial instruments for trading or speculative purposes. Our market
risks could arise from changes in commodity prices, interest rates and foreign
currency exchange rates.
Commodity price risk. We manage price risk created by market fluctuations
by using derivative instruments for portions of our primary commodity products
purchases, which are corn and soybean meal, principally through exchange traded
futures and options contracts. The terms of these contracts are generally less
than one year. We have entered into contracts on approximately 80% of our corn
and over 30% of our soybean meal requirements through December 31, 2000.
Settlement of positions are either through financial settlement with the
exchanges or through exchange for the physical commodity, in which case, we
deliver the contract against the acquisition of the physical commodity.
Based upon an analysis utilizing the actual derivative contractual volumes
and assuming a 10% adverse movement in commodity prices, the potential decrease
in the fair value of the commodity derivative instruments at January 1, 2000
would not have a material adverse effect on our financial position, results of
operations or cash flows.
Interest rate risk. We are subject to market risk exposure related to
changes in interest rates. Accordingly, our net income is affected by changes in
interest rates. Assuming our current level of borrowings, a 100 basis point
increase in interest rates under these borrowings would decrease our 1999 net
income by approximately $1.1 million. In addition, such a change would result in
a decrease of approximately $9.1 million in the fair value of our fixed rate
debt at January 1, 2000. In the event of an adverse change in interest rates, we
could take action to mitigate our exposure; however, due to the uncertainty of
the actions that would be taken and their possible effects, this analysis
assumes no such actions. Furthermore, this analysis does not consider the
effects of the change in the level of overall economic activity that could exist
in such an environment.
We periodically use interest rate hedges (swaps) to limit our exposure to
the interest rate risk associated with our floating rate debt, which was $262.9
million at January 1, 2000. Amounts received (paid) under swap interest rate
agreements are recorded as reductions (additions) to interest expense. These
contracts are designated as cash flow hedges, as described below. The deferred
gains associated with these contracts were $1.0 million, net of tax of $0.7
million, at January 1, 2000.
On January 1, 1999, we adopted SFAS 133, which establishes new accounting
and reporting guidelines for derivative instruments and hedging activities. SFAS
133 requires all derivative instruments be recognized as assets or liabilities
in the balance sheet and measured at fair value. Accounting for changes in the
fair value of a derivative depends on the intended use of the derivative and the
resulting designation. Designation is established at the inception of a
derivative, but redesignation is
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<PAGE> 25
permitted. For derivatives designated as cash flow hedges, changes in fair value
are recognized in accumulated other comprehensive income in the balance sheet
until the hedged item is recognized in earnings. Changes in the fair value of
derivative instruments, which are not designated as hedges, are recorded in
earnings as the changes occur.
Our commodity derivative instruments do not meet the requirements of SFAS
133 to be designated as hedges. Accordingly, all changes in the fair value of
our derivative instruments for commodities are included in cost of goods sold in
the accompanying consolidated statement of income for the year ended January 1,
2000. We expect to refine the strategy, process and documentation of our
commodity derivative instruments and redesignate qualifying transactions as cash
flow hedges in the fourth quarter of fiscal year 2000.
In addition, the change in fair value of our interest rate swap agreements,
which have been designated as cash flow hedges, was recognized in accumulated
other comprehensive income in the consolidated financial statements included
herein.
Foreign currency exchange risk. Our earnings and financial position are
affected by foreign exchange rate fluctuations. We currently have foreign
operations in Spain, Italy and the United Kingdom. The translation adjustment
during 1999 was a gain of $1.7 million which is recorded in accumulated other
comprehensive income in the consolidated financial statements included herein.
We do not currently hedge, and do not anticipate hedging, against adverse
foreign currency fluctuations.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the information beginning on page F-1 which is filed
as a part of this annual report on Form 10-K.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages and titles of the current
directors and executive officers of Doane and Doane Pet Care Enterprises, Inc.
Each of the members of the board of directors of Doane named below also serves
on the board of directors of Doane Pet Care Enterprises, Inc. The boards of
directors of both Doane and Doane Pet Care Enterprises, Inc. is currently
composed of eight members. Certain of Doane's directors are designated pursuant
to an investors' agreement. See Item 13 - "Certain Relationships and Related
Transactions - Investors' Agreement." Officers serve at the discretion of the
boards of directors. For information regarding employment agreements with the
executive officers of Doane, see "Employment and Retirement Agreements."
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<TABLE>
<CAPTION>
NAME AGE POSITION
- - -------------------------- ---- --------------------------------------------------------------
<S> <C> <C>
George B. Kelly 50 Chairman of the Board
Douglas J. Cahill* 40 Chief Executive Officer, President and Director
Thomas R. Heidenthal* 48 Senior Vice President and Chief Financial Officer
F. Donald Cowan, Jr. 53 Senior Vice President, Supply Chain Management of Doane
Richard A. Hannasch 46 Vice President, Business Integration of Doane
Richard D. Wohlschlaeger 47 Vice President, Global Marketing of Doane
David L. Horton 39 Vice President, Manufacturing, Engineering and Quality of Doane
Terry W. Bechtel 57 Vice President, Co-Manufacturing (Sales) of Doane
Joseph J. Meyers 38 Vice President and Chief Information Officer of Doane
Philip K. Woodlief 46 Vice President, Finance of Doane
Scott C. Viebranz 49 Vice President, Sales of Doane
Debra J. Shecterle 48 Vice President, Human Resources of Doane
Peter T. Grauer 53 Director
M. Walid Mansur 41 Director
Bob L. Robinson 62 Director
Jeffrey C. Walker 44 Director
Ray Chung 52 Director
Stephen C. Sherrill 47 Director
</TABLE>
- - ------------
* These executive officers hold the same positions at Doane and Doane Pet
Care Enterprises, Inc.
Set forth below is a brief description of the business experience of the
directors and executive officers of Doane and Doane Pet Care Enterprises, Inc.
George B. Kelly has been Chairman of the Board of Doane since October 1995
and Chairman of the Board of Doane Pet Care Enterprises, Inc. since June 1995.
Mr. Kelly has been the Chairman of the Board of SCI since July 1990. Mr. Kelly
currently is a director of Billboard Acquisition Company, LLC, Independent Gas
Company Holdings, Sevenday International, Inc., Travis International Inc. and
Switch & Data Facilities Company, Inc.
Douglas J. Cahill became Chief Operating Officer of Doane and Doane Pet
Care Enterprises, Inc. in September 1997, began serving as President of Doane
and Doane Pet Care Enterprises, Inc. in January 1998 and began serving as Chief
Executive Officer of Doane and Doane Pet Care Enterprises, Inc. in July 1998. He
has been a director of Doane and Doane Pet Care Enterprises, Inc. since
September 1998. Prior to joining us, Mr. Cahill served as President of Olin
Corporation's Winchester Division, Corporate Vice President of Olin Corporation
and held various other positions with Olin Corporation during the period from
July 1984 through September 1997.
Thomas R. Heidenthal became Senior Vice President and Chief Financial
Officer of Doane and Doane Pet Care Enterprises, Inc. in March 1997. Prior to
joining us, Mr. Heidenthal served as Vice President, Finance and Administration
for TA Instruments, Inc. from August 1990 to February 1997.
F. Donald Cowan, Jr. began serving as Senior Vice President, Supply Chain
Management for Doane in August 1999 and served as Senior Vice President,
Business Development and Quality from January 1999 to July 1999. Before joining
us in August 1998 as Senior Vice President, Operations of Doane, he served as
Vice President of Operations for Windy Hill. Prior to joining Windy Hill in
1995, Mr. Cowan was Vice President of Operations for Martha White Foods, Inc.
From 1987 to 1995, Mr. Cowan held various other positions at Martha White Foods,
Inc.
Richard A. Hannasch joined Doane in October 1996, began serving as Vice
President, Business Integration for Doane in August 1999 and served as Vice
President, Fulfillment from January 1999 to October 1999, Vice President,
Strategic Planning from June 1998 to January 1999 and Vice President,
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Marketing from November 1997 to January 1999. Prior to joining us, Mr. Hannasch
served as Director, Business Development for Ralston Purina Company's
International Division and held various other positions at Ralston Purina
Company from September 1978 to October 1996.
Richard D. Wohlschlaeger joined Doane in April 1993, began serving as Vice
President, Global Marketing for Doane in October 1999 and served as Vice
President, Sales and Marketing from January 1999 to October 1999 and Vice
President, Customer Development from November 1997 to January 1999. Prior to
joining us, Mr. Wohlschlaeger served as Group Marketing Director for Ralston
Purina Company and held various other positions at Ralston Purina Company from
March 1976 to April 1993, including Sales Development Director, Trade Marketing
Director and Eastern Division Sales Director.
David L. Horton joined Doane in November 1997, began serving as Vice
President, Manufacturing, Engineering, and Quality for Doane in January 1999 and
served as Vice President, Fulfillment from November 1997 to January 1999. Prior
to joining us, Mr. Horton served as Vice President of Manufacturing and
Engineering for Olin Corporation's Winchester Division and held various other
positions with Olin Corporation from January 1984 to November 1997.
Terry W. Bechtel has served as Vice President, Co-Manufacturing (Sales) of
Doane since November 1997. Mr. Bechtel joined Doane in June 1973 and served as
Vice President, Administration from March 1990 to November 1997 and Vice
President, Sales from September 1976 through February 1990.
Joseph J. Meyers became Chief Information Officer of Doane in August 1998
and also began serving as Vice President, Fulfillment of Doane in January 1999.
Prior to joining us, Mr. Meyers held various information technology positions at
Realtime Consulting, PricewaterhouseCoopers LLP and Olin Corporation from 1992
to 1998.
Philip K. Woodlief has served as Vice President, Finance for Doane since
February 1999. Prior to joining us, Mr. Woodlief was an independent financial
consultant from June 1998 to January 1999. From April 1997 to May 1998, Mr.
Woodlief was Vice President and Corporate Controller of Insilco Corporation, a
diversified consumer and industrial products manufacturing company, and served
as Corporate Controller of Insilco from January 1989 to April 1997.
Scott C. Viebranz has served as Vice President, Sales for Doane since
October 1999. Prior to joining us, Mr. Viebranz served as Vice President, U.S.
Customer Management with Energizer Battery, a manufacturer and distributor of
primary and rechargeable batteries and flashlights, from November 1994 to
October 1999.
Debra J. Shecterle has served as Vice President, Human Resources for Doane
since January 2000 and served as Director of Human Resources for Doane from
September 1998 to January 2000. Prior to joining us, Ms. Shecterle was Vice
President of Human Resources for DeKalb Genetics from 1997 to 1998 and held
various Human Resources positions with Wisconsin Power and Light and Ameritech
from 1991 to 1997.
Peter T. Grauer has been a director of Doane and Doane Pet Care
Enterprises, Inc. since October 5, 1995 and has been a Managing Director of DLJ
Merchant Banking, Inc. since September 1992. Mr. Grauer is a director of Total
Renal Care Holdings Inc., Bloomberg, Inc., Thermadyne Holdings, Inc. and Formica
Corporation.
M. Walid Mansur has been a director of Doane and Doane Pet Care
Enterprises, Inc. since October 5, 1995. Mr. Mansur has served as the President
of Drafil Investments Inc. since 1990 and has been Managing Director of Aspen
Venture Partners since 1993.
Bob L. Robinson joined Doane in August 1960 and served as President and
Chief Executive Officer from March 1992 until his resignation in June 1998. Mr.
Robinson became a director of Doane and Doane Pet Care Enterprises, Inc. in
October 1995. Prior to being named President and Chief Executive Officer, Mr.
Robinson served as Executive Vice President from January 1976 through February
1992.
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Jeffrey C. Walker has been a director of Doane and Doane Pet Care
Enterprises, Inc. since April 1996. Mr. Walker has been Managing General Partner
of Chase Capital Partners, the private equity investment arm of The Chase
Manhattan Corporation, since 1988 and a General Partner thereof since 1984. Mr.
Walker is a director of the Monet Group, Inc., 800-Flowers, Guitar Center, House
of Blues and Domaine.
Ray Chung became a director of Doane and Doane Pet Care Enterprises, Inc.
in August 1998. He is a partner in Dartford. Mr. Chung previously served as
Executive Vice President and a director of Windy Hill. Mr. Chung served as a
director, Executive Vice President and Chief Financial Officer of Windmill
Corporation from 1989 to 1995 and as a director, Executive Vice President and
Chief Financial Officer of Wyndham Foods Inc. from 1985 to 1990. From May 1984
to September 1985, Mr. Chung served as Vice President - Finance for the Kendall
Company. Between 1981 and 1984, Mr. Chung served as Vice President - Finance for
Riviana Foods, Inc. Both the Kendall Company and Riviana Foods, Inc. were
subsidiaries of the Colgate-Palmolive Company at the time.
Stephen C. Sherrill became a director of Doane and Doane Pet Care
Enterprises, Inc. in August 1998. He has been a Managing Director of Bruckmann,
Rosser, & Sherrill Co., Inc. since its formation in 1995. Bruckmann, Rosser,
Sherrill & Co., Inc. is the management company for Bruckmann, Rosser, Sherrill &
Co., L.P. ("BRS"). Mr. Sherrill previously served as a director of Windy Hill.
Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 through 1994.
Previously, he was an associate at the New York law firm of Paul, Weiss,
Rifkind, Wharton & Garrison. Mr. Sherrill is a director of Galey & Lord, Inc.,
Jitney-Jungle Stores of America, Inc., B & G Foods, Inc., HealthPlus
Corporation, Alliance Laundry Systems, L.L.C. and Mediq, Inc.
ITEM 11 - EXECUTIVE COMPENSATION
The following table sets forth information with respect to the Chief
Executive Officer of Doane and certain other persons serving as executive
officers for the fiscal year ended January 1, 2000 who earned $100,000 or more
in combined salary and bonus during such year (collectively, the "Named
Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION (1) SECURITIES
---------------------------------------- UNDERLYING
FISCAL OTHER ANNUAL OPTIONS/SARS
NAME AND PRINCIPAL POSITION AT DOANE YEAR SALARY BONUS COMPENSATION (#) ALL OTHER COMPENSATION
- - --------------------------------------- ------ ------------ -------- --------------- ------------ ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Douglas J. Cahill 1999 $400,000 $472,000 $ -- 143,700 $ 5,574 (2)(3)
President and Chief 1998 327,082 424,000 765,093 (9)(10) 100,000 1,020,691 (2)(6)(7)(8)
Executive Officer 1997 91,667 (5) 100,000 55,170 (10) 400,000 248,165 (7)(8)
Thomas R. Heidenthal 1999 225,000 185,850 -- 35,400 5,574 (2)(3)
Senior Vice President and 1998 199,583 166,950 7,757 (10) -- 300,077 (2)(6)(7)
Chief Financial Officer 1997 145,833 (5) 93,000 18,838 (10) 200,000 25,803 (7)
F. Donald Cowan, Jr. 1999 215,000 177,590 -- 45,400 11,321 (2)(3)(4)
Senior Vice President, 1998 89,634 (5) 170,000 -- -- 110,238 (2)(4)(6)
Supply Chain Management
David L. Horton 1999 175,000 103,250 -- 36,200 5,574 (2)(3)
Vice President, Manufacturing, 1998 154,583 92,750 10,649 (10) 60,000 147,821 (2)(6)(7)
Engineering and Quality 1997 14,071 (5) -- -- -- 80,000 (8)
Richard D. Wohlschlaeger 1999 175,000 103,250 -- 21,200 7,915 (2)(3)(7)
Vice President, Global 1998 152,361 92,750 12,542 (10) 38,000 148,739 (6)(7)
Marketing 1997 116,616 40,000 -- -- --
</TABLE>
(1) Amounts exclude perquisites and other personal benefits because that
compensation did not exceed the lesser of $50,000 or 10% of the total
annual salary and bonus reported for each executive officer.
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<PAGE> 29
(2) Amounts include a company match and profit sharing contribution under the
Doane Pet Care Retirement Savings Plan as follows: Mr. Cahill -- $6,775 in
1998 and $5,400 in 1999; Mr. Heidenthal -- $4,162 in 1998 and $5,400 in
1999; Mr. Cowan -- $9,000 in 1998 and $9,000 in 1999; Mr. Horton -- $3,288
in 1998 and $5,400 in 1999; and Mr. Wohlschlaeger -- $5,213 in 1999.
(3) Amounts include term life insurance premiums as follows: Mr. Cahill --
$174; Mr. Heidenthal -- $174; Mr. Cowan -- $1,238; Mr. Horton -- $174; and
Mr. Wohlschlaeger -- $174.
(4) Amount includes executive disability insurance premiums of $1,083 for
Mr. Cowan.
(5) Annual compensation amounts for 1997 and 1998 represent compensation for
the portion of the year of which Messrs. Cahill, Heidenthal, Cowan and
Horton were employed by Doane.
(6) Amounts include bonuses received in connection with the acquisition of
Windy Hill as follows: Mr. Cahill -- $750,000; Mr. Heidenthal -- $250,000;
Messrs. Cowan, Horton, and Wohlschlaeger -- $100,000 each.
(7) Amounts include relocation expenses as follows: Mr. Cahill -- $73,165 in
1997 and $88,916 in 1998; Mr. Heidenthal -- $25,803 in 1997 and $45,914 in
1998; Mr. Horton -- $44,533 in 1998; and Mr. Wohlschlaeger -- $48,739 in
1998 and $2,528 in 1999.
(8) Amounts include sign-on bonuses as follows: Mr. Cahill -- $175,000 in each
of 1997 and 1998; and Mr. Horton -- $80,000.
(9) Amount includes $750,000, which is the difference between the fair market
value and the exercise price of options for 100,000 shares of common stock
of our parent that Mr. Cahill received and exercised in 1998.
(10) Amounts shown are gross up for taxes.
EMPLOYMENT AND RETIREMENT AGREEMENTS
We entered into employment agreements with Messrs. Cahill, Heidenthal,
Horton, and Wohlschlaeger effective January 1, 1998. The terms of their
employment agreements are substantially similar except for salary and bonus
amounts. Mr. Cahill's current base salary is $400,000 with a base bonus of 100%
of base salary. Mr. Heidenthal's current base salary is $225,000 with a base
bonus of 70% of base salary. Messrs. Horton and Wohlschlaeger's current base
salaries are $175,000 with base bonuses of 50% of base salary. Doane entered
into an employment agreement with Mr. Cowan on August 3, 1998 with terms of the
agreement substantially similar to the above except for salary and bonus
amounts. Mr. Cowan's current base salary is $215,000 with a base bonus of 70% of
base salary. Earnings targets are established annually by our board of directors
under our annual bonus program. The base bonus is linked to achievement of
targeted earnings. There is no cap on additional bonuses in the employment
agreements. Each employment agreement provides for a term of three years with
automatic one year extensions. The agreements are subject to early termination
for cause without severance. The employment agreements for Messrs. Horton and
Wohlschlaeger, provide that terminations without cause entitle the executive to
receive severance payments equal to one year's base salary and bonus and for a
one year non-competition agreement commencing upon termination for any reason.
The employment agreements of Messrs. Cahill, Heidenthal and Cowan contain
similar provisions except that the severance and non-competition terms are two
years for Messrs. Heidenthal and Cowan and three years for Mr. Cahill.
Mr. Robinson, a director of Doane and Doane Pet Care Enterprises, Inc,
resigned from employment with these companies effective June 30, 1998. In 1999,
we paid Mr. Robinson the amount of $188,885 in deferred compensation.
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<PAGE> 30
COMPENSATION OF DIRECTORS
No compensation is paid by us to our directors.
STOCK OPTION AND STOCK PURCHASE PLANS
Effective November 1, 1996, our parent adopted its 1996 Stock Option Plan,
as amended. On July 14, 1999, our parent adopted the 1999 Stock Incentive Plan.
In connection with the adoption of the 1999 Stock Incentive Plan, no new grants
may be made under the 1996 Stock Option Plan. As of February 15, 2000,
under the 1996 Stock Option Plan, options to acquire 575,516 shares of the
common stock of Doane Pet Care Enterprises, Inc. had been exercised and options
covering 1,565,059 shares had been granted. Under the 1999 Stock Incentive Plan,
4,200,000 shares are authorized for issuance, and as of February 15, 2000,
options covering 599,900 shares had been granted.
STOCK OPTION GRANTS
The following table sets forth certain information on options granted in
1999 under the 1999 Stock Incentive Plan to the Named Executive Officers. No
stock options were granted in 1999 under the 1996 Stock Option Plan to the Named
Executive Officers. As of January 1, 2000, options for 200,000 shares of common
stock of Doane Pet Care Enterprises, Inc. had been exercised by the Named
Executive Officers, all of which were attributable to grants under the 1996
Stock Option Plan.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------
% OF TOTAL
NUMBER OF SECURITIES OPTIONS EXERCISE
UNDERLYING OPTIONS GRANTED TO PRICE PER EXPIRATION
NAME GRANTED(1) EMPLOYEES SHARE DATE
- - ------------------------ -------------------- ----------- --------- ----------
<S> <C> <C> <C> <C>
Douglas J. Cahill 143,700 23.7% $ 11.00 2009
Thomas R. Heidenthal 35,400 5.8% $ 11.00 2009
F. Donald Cowan, Jr 45,400 7.5% $ 11.00 2009
David L. Horton 36,200 6.0% $ 11.00 2009
Richard D. Wohlschlaeger 21,200 3.5% $ 11.00 2009
</TABLE>
(1) Approximately 37% of the stock options granted to the Named Executive
Officers under the 1999 Stock Incentive Plan were "time-vesting" options,
of which one-third of such options will vest at the end of each of the
third, fourth and fifth years from the date of grant. The remaining 63% of
such stock options were "performance vesting" options. These options will
vest at any time after the second anniversary of the date of grant if at
any time within four years from the date of grant our parent's stock is
publicly traded and the fair market value of a share of stock over 20
consecutive trading days is at least $22.81 on each such day. If our
parent's stock is not publicly traded, then these options will vest if the
fair market value of a share of stock is at least $22.81 on the fourth
anniversary of the grant date.
STOCK OPTION EXERCISES
The following table sets forth certain information with respect to
exercises of stock options during 1999 by the Named Executive Officers and the
number of shares underlying unexercised stock options held by such officers as
of January 1, 2000:
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<PAGE> 31
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING
SHARES UNEXERCISED OPTIONS
ACQUIRED ---------------------------
NAME ON EXERCISE EXERCISABLE UNEXERCISABLE
- - ------------------------- ----------- ----------- -------------
<S> <C> <C> <C>
Douglas J. Cahill -- 164,400 279,300
Thomas R. Heidenthal -- 106,712 128,688
F. Donald Cowan, Jr. -- -- 45,400
David L. Horton -- 26,880 69,320
Richard D. Wohlschlaeger -- 40,655 56,545
</TABLE>
OTHER COMPENSATORY ARRANGEMENTS
Employee Retirement Plan. On May 31, 1998, we terminated our employee
retirement plan. The retirement plan was a non-contributory, tax-qualified plan
that provided retirement benefits based on the employee's tenure with us and
average monthly compensation. This plan was liquidated and lump sum payments
were made to former plan participants in the forms of a cash distribution,
rollover election to the Doane Pet Care Retirement Savings Plan, or in the form
of an annuity purchase.
401(k) Plans. As of June 1, 1998, we adopted our Doane Pet Care Retirement
Savings Plan for eligible employees not covered by collective bargaining
arrangements and our Doane Pet Care Savings and Investment Plan-Union Plan for
eligible union employees at the Joplin, Missouri plant. The plans are intended
to be qualified retirement plans under the Internal Revenue Code. Both plans
permit employee contributions between 1% and 15% of pretax earnings, subject to
annual dollar limits set by the IRS, and provide for a variety of investment
options. The Doane Pet Care Retirement Savings Plan also includes an employer
matching contribution in an amount equal to 50% of participant contribution, up
to 6% of compensation. Vesting for the employer match is 25% per year for each
full year of service. In addition, the plan provides for an annual employer
profit sharing contribution of $400 for each eligible participant.
Windy Hill adopted the Windy Hill Pet Food Company, Inc. Profit Sharing and
Savings Plan on March 1, 1995, as amended. The plan is intended to be a
qualified plan under the Internal Revenue Code. It permits employee
contributions from 1% to 15% of pretax earnings subject to annual dollar limits
set by the IRS. We match 50% of the first 6% of the employee contribution. In
addition, the plan provides for a profit sharing contribution to each eligible
participant account equal to 2 1/2% of the employee's compensation.
As of January 1, 2000, the Windy Hill Pet Food Company, Inc. Profit Sharing
and Savings Plan was merged into the Doane Pet Care Retirement Savings Plan, as
amended and restated. The plan is intended to be a qualified plan under the
Internal Revenue Code and permits employee contributions from 1% to 15% of
pretax earnings, subject to annual dollar limits set by the IRS. We match 50% of
the first 6% of the employee contribution with a provision for other
contributions at the board of directors' discretion. Vesting for the employer
contributions is 25% per year for each full year of service.
Effective April 1, 2000, the union employees of the Muscatine, Iowa plant
will be covered under the Doane Pet Care Savings and Investment Plan-Union Plan
under the same terms and conditions.
Non-Qualified Salary Continuation Agreements. Doane has entered into
agreements with all of the Named Executive Officers to provide benefits to those
employees or their beneficiaries in the event of the death of the employee or
retirement by the employee at age 65 or on or after age 55 with 20 years of
service with Doane. If the employee remains employed until age 65, the employee
(or the employee's beneficiary) will receive an annual retirement benefit
payable for 10 years in accordance with a specified formula. If the employee
terminates employment before age 65 but after age 55 and with 10 years of
service with Doane, the employee's retirement benefit will be reduced in
accordance with percentages specified in the agreement, depending upon the
employee's age at retirement ranging from 100% at age 65 to 55.8% at age 55.
29
<PAGE> 32
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All of our issued and outstanding shares of common stock are held by Doane
Pet Care Enterprises, Inc. As of February 15, 2000, we had 1,200,000 shares of
preferred stock issued and outstanding, 200,000 of which were held by CMIHI and
1,000,000 of which were held by qualified institutional buyers, as defined in
Rule 144A under the Securities Act of 1933. The following table sets forth
certain information regarding the beneficial ownership of Doane Pet Care
Enterprises, Inc.'s common stock as of February 15, 2000 by (i) each director,
(ii) each Named Executive Officer, (iii) each person who is known by Doane to
own beneficially 5% or more of the common stock of Doane Pet Care Enterprises,
Inc., (iv) all parties to the investors' agreement as a group and (v) all
directors and executive officers as a group. Unless otherwise indicated, each
person has sole voting and dispositive power over the shares indicated as owned
by that person. Certain of Doane Pet Care Enterprises, Inc.'s principal
stockholders are parties to the investors' agreement. See Item 13 - "Certain
Relationships and Related Transactions - Investors' Agreement."
<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES OF COMMON COMMON STOCK OF
NAME OF BENEFICIAL OWNER (1) STOCK OF DPCAC DPCAC
- - ----------------------------------------------------------- ---------------- ---------------
<S> <C> <C>
Summit (2) 2,880,000 15.6 %
DLJMB (3) 4,514,928 19.6
CMIHI (4) 3,662,984 18.9
BRS (5) 3,061,317 16.6
Dartford (6)(11) 562,861 3.0
Windy Hill Pet Food Company, L.L.C. (7) (11) 2,314,795 12.5
PNC Captial Corp. (11) (12) 716,294 3.9
Laura Hawkins Mansur (8) 3,312,000 17.9
Peter T. Grauer (3) 4,514,928 19.6
George B. Kelly (2) 2,880,000 15.6
Jeffrey C. Walker (4) 3,662,984 18.9
Ray Chung (6) (7) 2,676,025 14.5
Stephen C. Sherrill (5) 3,061,317 16.6
M. Walid Mansur (8) 3,312,000 17.9
Bob L. Robinson (9) 1,098,000 5.9
Douglas J. Cahill (10) 335,600 1.8
Thomas R. Heidenthal (10) 306,712 1.7
F. Donald Cowan, Jr. (13) 83,905 *
David L. Horton (10) 41,880 *
Richard D. Wohlschlaeger (10) 101,655 *
All parties to the investors' agreement as a group 23,428,695 93.3
All executive officers and directors as a group (15 persons) 22,694,923 93.4
</TABLE>
* Represents less than one percent.
(1) The address of Summit and Mr. Kelly is 600 Travis, Suite 6110, Houston,
Texas 77002. The address of DLJMB and Mr. Grauer is 277 Park Avenue, New
York, New York 10172. The address of CMIHI and Mr. Walker is 380 Madison
Avenue, 12th floor, New York, New York 10017. The address of BRS and Mr.
Sherrill is 126 East 56th Street, New York, New York 10022. The address of
Dartford, Windy Hill Pet Food Company L.L.C. and Mr. Chung is 11 Smithdale
Estates, Houston, Texas 77024. The address of Messrs. Robinson, Cahill,
Heidenthal, Cowan, Horton and Wohlschlaeger and Mr. and Mrs. Mansur is 210
Westwood Place South, Suite 400, Brentwood, Tennessee 37027. The address of
PNC Capital Corp. ("PNC") is 3150 CNG Tower, 625 Liberty Avenue,
Pittsburgh, Pennsylvania 15222.
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<PAGE> 33
(2) Summit is a limited partnership of which SCI serves as the general partner.
Mr. Kelly, a director of Doane, is Chairman of the Board and a stockholder
of SCI. Mr. Kelly may be deemed to beneficially own the shares indicated
because of Mr. Kelly's affiliation with Summit. Mr. Kelly disclaims
beneficial ownership of these shares within the meaning of Rule 13d-3 of
the Exchange Act.
(3) All of the shares indicated as owned by DLJMB are shares that may be
acquired by DLJMB within 60 days upon the exercise of warrants. Of the
shares indicated, warrants to purchase 2,126,748, 950,960, 55,136, 857,640
and 524,444 shares are held by DLJ Merchant Banking Partners, L.P., DLJ
International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant
Banking Funding, Inc. and DLJ First ESC L.P., respectively. DLJMB is a
limited partnership, the general partner of which is DLJ Merchant Banking,
Inc., an affiliate of Donaldson, Lufkin & Jenrette Securities Corporation
("DLJSC"). Mr. Grauer is a director of Doane and serves as a Managing
Director of DLJ Merchant Banking, Inc. and as such may be deemed to
beneficially own such shares. Mr. Grauer disclaims beneficial ownership of
such shares within the meaning of Rule 13d-3 of the Exchange Act.
(4) Amount represents shares held by CMIHI and related parties. Of the
3,662,984 shares indicated as owned by CMIHI, (i) 428,000 represent shares
of Class A Common Stock, (ii) 2,332,000 represent shares of Class B Common
Stock and (iii) 902,984 are shares issuable within 60 days upon exercise of
warrants. Mr. Walker, a director of Doane, is Managing General Partner of
Chase Capital Partners, an affiliate of CMIHI, and may be deemed to
beneficially own the shares indicated as owned by CMIHI. Mr. Walker
disclaims beneficial ownership of these shares within the meaning of Rule
13d-3 of the Exchange Act.
(5) Amount includes shares held by BRS and certain other entities and
individuals affiliated with BRS. Of the 3,061,317 shares indicated as owned
by BRS, 85,824 shares are beneficially owned by BRS and certain other
entities and individuals affiliated with BRS pursuant to such parties'
interests in Windy Hill Pet Food Company, L.L.C., including 1,544 shares
beneficially owned by Mr. Sherrill. Mr. Sherrill, a director of Doane, is a
principal of BRS and in addition to the 58,139 shares individually owned by
him and the 1,654 shares beneficially owned by him through his interest in
Windy Hill Pet Food Company, L.L.C., he may be deemed to beneficially own
3,001,524 shares beneficially owned by BRS and certain other entities and
individuals affiliated with BRS. Mr. Sherrill disclaims beneficial
ownership of 134,279 of such shares within the meaning of Rule 13d-3 of the
Exchange Act.
(6) Of the 562,861 shares indicated as owned by Dartford, 201,631 shares are
beneficially owned by Dartford through its membership interest in Windy
Hill Pet Food Company, L.L.C. Dartford is the entity that controls Windy
Hill Pet Food Company, L.L.C. Mr. Chung, a director of Doane, is a partner
in Dartford and may be deemed to beneficially own the shares held by
Dartford.
(7) Windy Hill Pet Food Company, L.L.C. is controlled by Dartford. Mr. Chung, a
director of Doane, is a managing member of Windy Hill Pet Food Company,
L.L.C. and in addition to the 157,192 shares beneficially owned by him
pursuant to his interest in Windy Hill Pet Food Company, L.L.C., he may be
deemed to beneficially own an additional 2,157,603 shares beneficially
owned by Windy Hill Pet Food Company, L.L.C. and certain other entities and
individuals affiliated with Windy Hill Pet Food Company, L.L.C., other than
himself. Mr. Chung disclaims beneficial ownership of 1,955,972 of such
shares within the meaning of Rule 13d-3 of the Exchange Act. He may be
deemed to beneficially own the remaining 201,631 shares, which are
beneficially owned by Dartford through its membership interest in Windy
Hill Pet Food Company, L.L.C.
(8) Of the shares indicated as owned by Mr. and Mrs. Mansur, 1,400,000 are held
in Mr. Mansur's name, 1,612,000 are owned by Mrs. Mansur and 300,000 are
held in trust for their children. The shares held by Mrs. Mansur and the
Mansurs' children may be deemed to be beneficially owned by Mr. Mansur. Mr.
Mansur disclaims beneficial ownership of 134,279 of such shares within the
meaning of Rule 13d-3 of the Exchange Act. The shares held by Mr. Mansur
and the Mansurs' children may be deemed to be
31
<PAGE> 34
beneficially owned by Mrs. Mansur. Mrs. Mansur disclaims beneficial
ownership of 134,279 of such shares within the meaning of Rule 13d-3 of the
Exchange Act.
(9) Of the shares indicated as own by Mr. Robinson, 176,092 are held in Mr.
Robinson's name, 560,000 are held in a limited partnership of which Mr.
Robinson is the Managing Partner, 169,908 are held in trust for Mr.
Robinson, 169,908 are held in trust for Mr. Robinson's wife, Jeanine L.
Robinson, and 22,092 are held in Mrs. Robinson's name. The shares held by
the partnership and in Mr. Robinson's wife's trust may be deemed to be
beneficially owned by Mr. Robinson. Mr. Robinson disclaims beneficial
ownership of 134,279 of such shares within the meaning of Rule 13d-3 of the
Exchange Act.
(10) Amounts include 135,600 of options granted to Mr. Cahill, 106,712 of
options granted to Mr. Heidenthal, 26,880 of options granted to Mr. Horton
and 40,655 of options granted to Mr. Wohlschlaeger, all of which are
exercisable within 60 days.
(11) BRS, Dartford, Windy Hill Pet Food Company, L.L.C. and PNC comprise the
former shareholders of Windy Hill. Together they own or control 6,357,376
shares of common stock, or 34.4% of the outstanding shares of common stock.
(12) Amount represents shares held by PNC and related entities. Of the 716,294
shares indicated as owned by PNC, 10,437 shares are beneficially owned by
entities affiliated with PNC pursuant to such entities' interests in Windy
Hill Pet Food Company, L.L.C.
(13) Of the 83,905 shares indicated as owned by Mr. Cowan, 26,093 are
beneficially owned through his membership interest in Windy Hill Pet Food
Company, L.L.C.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INVESTORS' AGREEMENT
In connection with the Windy Hill acquisition, Doane Pet Care Enterprises,
Inc, Doane, Summit, SCI, CMIHI and an affiliate thereof, DLJMB and certain of
its affiliates, all of the stockholders of Windy Hill and certain other
stockholders of Doane entered into an investors' agreement. The investors'
agreement contains provisions concerning the governance of Doane Pet Care
Enterprises, Inc. and Doane, restrictions on the transferability of the
securities of Doane Pet Care Enterprises, Inc. and Doane acquired by the
stockholders and registration rights for such securities. The governance
provisions of the investors' agreement provide that the boards of directors of
Doane and Doane Pet Care Enterprises, Inc. will consist of eight members, of
whom:
-- one will be designated by DLJMB (the DLJMB designee);
-- two will be designated by SCI on behalf of the Summit investors (each,
a Summit designee);
-- one will be designated by CMIHI (the Chase designee);
-- two will be the Windy Hill representatives designated on behalf of the
Windy Hill investors (each, a Windy Hill designee);
-- one will be the Chief Executive Officer of Doane Pet Care Enterprises,
Inc.; and
-- one will be designated by the mutual agreement of the DLJMB designee,
as long as a DLJMB designee then serves on the boards of directors,
and Mr. Kelly as long as he is one of the two Summit designees, or by
either of the Summit designees if Mr. Kelly is not then one of the
Summit designees.
32
<PAGE> 35
If at any time the number of shares of common stock of Doane Pet Care
Enterprises, Inc. owned of record by the Summit investors is less than 50% of
the number of shares of common stock of Doane Pet Care Enterprises, Inc. owned
as of August 3, 1998, the Summit investors will only have the right to designate
one individual. If at any time the number of shares of common stock of Doane Pet
Care Enterprises, Inc. owned of record by the Windy Hill investors is less than
50% of the number of shares of common stock of Doane Pet Care Enterprises, Inc.
owned as of August 3, 1998, the Windy Hill investors will only have the right to
designate one individual. Notwithstanding the foregoing, at any time any of
DLJMB's, CMIHI's, the Summit investors' or the Windy Hill investors' respective
percentage ownership is less than 5%, that person or group will not have the
further right to designate any individual to the board of directors of Doane
pursuant to the investors' agreement.
The investors' agreement also provides for certain registration rights for
the benefit of the stockholders. Doane Pet Care Enterprises, Inc. will not be
obligated to effect more than three demand registrations for the Summit
investors, collectively, three demand registrations for the DLJ Entities,
collectively, three demand registrations for the Windy Hill investors,
collectively, and three demand registrations for CMIHI. Following the date Doane
Pet Care Enterprises, Inc. is eligible to use Form S-2 or S-3 for registration
of its securities, demand registrations on Form S-2 or S-3 for the DLJ Entities,
CMIHI, the Summit investors and the Windy Hill investors will be unlimited. The
stockholders also have piggyback registration rights if Doane Pet Care
Enterprises, Inc. proposes to register any of our preferred stock under the
Securities Act.
TRANSACTIONS WITH DLJMB AND ITS AFFILIATES
In 1995, DLJSC entered into a financial advisory agreement with Doane Pet
Care Enterprises, Inc. and Doane which expires at the earlier of October 5, 2000
or such time as Doane Pet Care Enterprises, Inc. consummates an initial public
offering of its common stock resulting in the receipt by Doane Pet Care
Enterprises, Inc. of at least $35 million in gross proceeds. The financial
advisory agreement provides for an annual retainer fee of $100,000 plus
reimbursable expenses.
In connection with our acquisition by our parent, DLJMB purchased 1,000,000
shares of our preferred stock and warrants to purchase 4,514,928 shares of
common stock of Doane Pet Care Enterprises, Inc. for an aggregate purchase price
of $25 million. In December 1997, DLJMB and certain of its affiliates sold their
shares of our preferred stock to DLJSC, who thereupon sold such shares to
qualified institutional buyers as defined in Rule 144A under the Securities Act.
DLJMB is also a party to the investors' agreement described above. Mr. Grauer, a
Managing Director of DLJMB, is a member of the boards of directors of Doane and
Doane Pet Care Enterprises, Inc.
DLJMB is an affiliate of DLJSC and DLJ Capital Funding, Inc. ("DLJ
Capital"). DLJSC and DLJ Capital and their affiliates perform various investment
banking and commercial banking services from time to time for us and for Doane
Pet Care Enterprises, Inc. DLJ Capital serves as an agent bank and a lender to
us under our senior credit facility. DLJSC, DLJ Capital and their affiliates
have received, and will receive, customary compensation for acting in the
foregoing capacities.
TRANSACTIONS WITH SCI
SCI is the general partner of Summit, which is the owner of 2,880,000
shares of common stock of Doane Pet Care Enterprises, Inc. In addition to
certain payments of fees and reimbursements for out-of-pocket expenses in
connection with our acquisition in 1995, SCI entered into a management advisory
agreement with Doane which expires at the earlier of October 5, 2000 or such
time as Doane Pet Care Enterprises, Inc. consummates an initial public offering
of its common stock resulting in the receipt by Doane Pet Care Enterprises, Inc.
of at least $35 million in gross proceeds. Under the management advisory
agreement, Doane will pay SCI an annual fee of $200,000 plus reimbursable
expenses.
SCI and Summit are parties to the investors' agreement. In accordance with
the investors' agreement, SCI has designated Messrs. Kelly and Mansur to the
boards of directors of Doane and Doane Pet Care Enterprises, Inc.
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<PAGE> 36
TRANSACTIONS WITH CMIHI AND AFFILIATES
CMIHI is an affiliate of Chase Securities Inc. ("CSI") and The Chase
Manhattan Bank ("Chase"). CMIHI and an affiliate of CMIHI own:
-- 200,000 shares of our preferred stock;
-- 428,000 shares of Class A common stock of Doane Pet Care Enterprises,
Inc. and 2,332,000 shares of Class B (non-voting) common stock of
Doane Pet Care Enterprises, Inc.; and
-- warrants to purchase 225,746 shares of common stock of Doane Pet Care
Enterprises, Inc.
CMIHI is a party to the investors' agreement. In accordance with the
investors' agreement, CMIHI has designated Jeffrey C. Walker, the Managing
General Partner of Chase Capital Partners, which is an affiliate of CMIHI, to
the boards of directors of Doane and Doane Pet Care Enterprises, Inc.
CSI, Chase and their affiliates perform various investment banking and
commercial banking services from time to time for Doane and its affiliates.
Chase serves as an agent bank and a lender to Doane under the senior credit
facility. CSI, Chase and their affiliates have received, and will receive,
customary compensation for acting in the foregoing capacities.
TRANSACTIONS WITH M. WALID MANSUR
M. Walid Mansur, a director of Doane and Doane Pet Care Enterprises, Inc.,
owns 1,400,000 shares of common stock of Doane Pet Care Enterprises, Inc. Mr.
Mansur's spouse, Laura Hawkins Mansur, owns 1,612,000 shares of common stock of
Doane Pet Care Enterprises, Inc. and 300,000 shares of common stock of Doane Pet
Care Enterprises, Inc. are held in trust for the Mansur's children.
We believe the terms of the transactions described above were no less
favorable to us than could have been obtained from unaffiliated parties.
ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements
(3) Exhibits
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<PAGE> 37
The following exhibits are filed as part of this report:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
3.1 -- Certificate of Incorporation of Doane Pet Care Company
(incorporated by reference to Exhibit 3.1 to Doane Pet Care
Company's Registration Statement on Form S-1, Reg. No.
33-98110 (the "Form S-1"))
3.2 -- Certificate of Amendment to Certificate of Incorporation
of Doane Pet Care Company (incorporated by reference to
Exhibit 3.2 to Doane Pet Care Company's Annual Report on
Form 10-K for the year ended December 31, 1997 (the "1997
Form 10-K"))
3.3 -- Bylaws of Doane Pet Care Company (incorporated by
reference to Exhibit 3.2 to the Form S-1)
4.1 -- Indenture dated November 12, 1998 between Doane Pet Care
Company and Wilmington Trust Company (incorporated by
reference to Exhibit 10.12 of Doane Pet Car Enterprises,
Inc.'s Registration Statement on Form S-1, Reg. No.
333-61027 ("Enterprises' Form S-1"))
4.2 -- Registration Agreement among Doane Pet Care Company,
Donaldson, Lufkin & Jenrette Securities Corporation and
Chase Securities Inc. dated November 12, 1998 (incorporated
by reference to Exhibit 4.2 to Doane Pet Care Company's
Registration Statement on Form S-4, Reg. No. 333-70759 (the
"Form S-4"))
9.1 -- Amended and Restated Investors' Agreement dated as of
August 3, 1998 among Doane Pet Care Company, Doane Pet Care
Enterprises, Inc., Summit Capital Inc., Summit/DPC Inc.,
Baseball Partners, DLSJ Merchant Banking Partners, L.P., DLJ
International Partners, C.V., DLJ Offshore Partners, C.V.,
DLJ Merchant Banking Funding, Inc., DLJ First ESC, L.P.,
Dartford Partnership, L.L.C., Bruckmann, Rosser, Sherrill &
Co., L.P., PNC Capital Corp, Windy Hill Pet Food Company,
L.L.C. and certain other persons name therein (incorporated
by reference to Exhibit 9.1 of Enterprises' Form S-1)
9.2 -- First Amendment to First Amended and Restated Investor's
Agreement dated as of October 14, 1998 and among Doane Pet
Care Company, Doane Pet Care Enterprises, Inc., Summit
Capital Inc., Summit/DPC Partners, L.P., Chase Manhattan
Investment Holdings, Baseball Partners, DLJ Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ
Offshore Partners, C.V., DLJ Merchant Banking Funding, inc.,
DLJ First ESC, L.P., Dartford Partnership, L.L.C.,
Bruckmann, Rosser, Sherrill & Co., L.P., PNC Capital Corp,
Windy Hill Pet Food Company, L.L.C. and certain other
persons name therein (incorporated by referenced to Exhibit
9.2 of the Form S-4)
9.3 -- Second Amendment to First Amended and Restated Investor's
Agreement dated as of February 4, 1999 among Doane Pet Care
Company, Doane Pet Care Enterprises, Inc., Summit Capital
Inc., Summit/DPC Partners, L.P., Chase Manhattan Investment
Holdings, Inc., Baseball Partners, DLJ Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ
Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc.,
DLJ First ESC, L.P., Dartford Partnership L.L.C., Bruckmann,
Rosser, Sherrill & Co., L.P., PNC Capital Corp., Windy Hill
Pet Food Company, L.L.C. and certain other persons named
therein (incorporated by reference to Exhibit 9.3 to
Enterprises' Form S-1)
</TABLE>
35
<PAGE> 38
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
9.4 -- Third Amendment to the First Amended and Restated
Investors' Agreement dated as of April 8, 1999 among Doane
Pet Care Company, Doane Pet Care Enterprises, Inc., Summit
Capital Inc., Summit/DPC Partners, L.P., Chase Manhattan
Investment Holdings, Inc., Baseball Partners, DLJ Merchant
Banking Partners, L.P., DLJ International Partners, C.V.,
DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding,
Inc., DLJ First ESC, L.P., Dartford Partnership, L.L.C.,
Bruckmann, Rosser, Sherrill & Co., L.P., PNC Capital Corp,
Windy Hill Pet Food Company, L.L.C. and certain other
persons name therein (incorporated by reference to Exhibit
9.4 Doane Pet Care Company's Annual Report on Form 10 K/A
for the year ended December 31, 1998)
*9.5 -- Fourth Amendment to the First Amended and Restated
Investors' Agreement dated as of May 4, 1999 among Doane Pet
Care Company, Doane Pet Care Enterprises, Inc., Summit
Capital Inc., Summit/DPC Partners, L.P., Chase Manhattan
Investment Holdings, Inc., Baseball Partners, DLJ Merchant
Banking Partners, L.P., DLJ International Partners, C.V.,
DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding,
Inc., DLJ First ESC, L.P., Dartford Partnership, L.L.C.,
Bruckmann, Rosser, Sherrill & Co., L.P., PNC Capital Corp,
Windy Hill Pet Food Company, L.L.C. and certain other
persons name therein
*9.6 -- Fifth Amendment to the First Amended and Restated
Investors' Agreement dated as of February 24, 2000 among
Doane Pet Care Company, Doane Pet Care Enterprises, Inc.,
Summit Capital Inc., Summit/DPC Partners, L.P., Chase
Manhattan Investment Holdings, Inc., Baseball Partners, DLJ
Merchant Banking Partners, L.P., DLJ International Partners,
C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking
Funding, Inc., DLJ First ESC, L.P., Dartford Partnership,
L.L.C., Bruckmann, Rosser, Sherrill & Co., L.P., PNC Capital
Corp, Windy Hill Pet Food Company, L.L.C. and certain other
persons name therein
10.1 -- Early Retirement Agreement and Release effective as of
June 30, 1998 between Doane Pet Care Company and Bob L.
Robinson (incorporated by reference to Exhibit 10.1 of
Enterprises' Form S-1)
10.2 -- Employment Agreement dated January 1, 1998, between Doane
Pet Care Company and Douglas J. Cahill (incorporated by
reference to Exhibit 10.3 to the 1997 Form 10-K)
10.3 -- Employment Agreement dated January 1, 1998, between Doane
Pet Care Company and Thomas R. Heidenthal (incorporated by
reference to Exhibit 10.4 to the 1997 Form 10-K)
10.4 -- Employment Agreement dated January 1, 1998, between Doane
Pet Care Company and Richard D. Wohlschlaeger (incorporated
by reference to Exhibit 10.4 to the Form S-4)
*10.5 -- Employment Agreement dated August 3, 1998, between Doane
Pet Care Company and F. Donald Cowan, Jr.
10.6 -- Employment Agreement dated January 1, 1998, between Doane
Pet Care Company and David L. Horton (incorporated by
reference to Exhibit 10.6 to the Form S-4)
</TABLE>
36
<PAGE> 39
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
10.7 -- Doane Pet Care Enterprises, Inc.'s 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.7 to Doane Pet Care
Company's Annual Report on Form 10-K for the year ended
December 31, 1996)
10.8 -- First Amendment to Doane Pet Care Enterprises, Inc.'s
1996 Stock Option Plan (incorporated by reference to Exhibit
10.8 to the 1997 Form 10-K)
10.9 -- Second Amendment to Doane Pet Care Enterprises, Inc.'s,
1996 Stock Option Plan (incorporated by reference to Exhibit
10.9 to the 1997 Form 10-K)
*10.10 -- Doane Pet Care Enterprises, Inc.'s 1999 Stock Incentive Plan
10.11 -- Revolving Credit and Term Loan Agreement dated as of
November 12, 1998 among Doane Pet Care Company, Doane Pet
Care Enterprises, Inc., The Chase Manhattan Bank, as
administrative agent, DLJ Capital Funding, Inc., as
syndication agent, and Mercantile Bank National Associate,
as documentation agent, and the banks named therein
(incorporated by reference to Exhibit 10.13 of Enterprises'
Form S-1)
*21.1 -- List of Subsidiaries of Doane Pet Care Company
*27.1 -- Financial Data Schedule
</TABLE>
* Filed herewith
(b) Reports on Form 8-K
None.
37
<PAGE> 40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DOANE PET CARE COMPANY
By: /s/ THOMAS R. HEIDENTHAL
------------------------------------
Thomas R. Heidenthal
Senior Vice President
and Chief Financial Officer
Date:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of the registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ GEORGE B. KELLY Chairman of the Board and Director March 29, 2000
- - ------------------------------------------
George B. Kelly
/s/ DOUGLAS J. CAHILL Chief Executive Officer, President and March 29, 2000
- - ------------------------------------------ Director (Principal Executive Officer)
Douglas J. Cahill
/s/ THOMAS R. HEIDENTHAL Senior Vice President and Chief Financial March 29, 2000
- - ------------------------------------------ Officer (Principal Financial Officer)
Thomas R. Heidenthal
/s/ PHILIP K. WOODLIEF Vice President Finance (Principal March 29, 2000
- - ------------------------------------------ Accounting Officer)
Philip K. Woodlief
/s/ PETER T. GRAUER Director March 29, 2000
- - ------------------------------------------
Peter T. Grauer
/s/ M. WALID MANSUR Director March 29, 2000
- - ------------------------------------------
M. Walid Mansur
/s/ BOB L. ROBINSON Director March 29, 2000
- - ------------------------------------------
Bob L. Robinson
/s/ JEFFREY C. WALKER Director March 29, 2000
- - ------------------------------------------
Jeffrey C. Walker
/s/ RAY CHUNG Director March 29, 2000
- - ------------------------------------------
Ray Chung
/s/ STEPHEN C. SHERRILL Director March 29, 2000
- - ------------------------------------------
Stephen C. Sherrill
</TABLE>
38
<PAGE> 41
FINANCIAL INFORMATION
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
DOANE PET CARE COMPANY AND SUBSIDIARIES
<S> <C>
Independent Auditors' Report F-2
Consolidated Balance Sheets as of December 31, 1998 and January 1, 2000 F-3
Consolidated Statements of Income for the years ended December 31, 1997 and 1998 F-4
and January 1, 2000
Consolidated Statements of Stockholder's Equity and Comprehensive Income for F-5
the years ended December 31, 1997 and 1998 and January 1, 2000
Consolidated Statements of Cash Flows for the years ended December 31, 1997 and F-6
1998 and January 1, 2000
Notes to Consolidated Financial Statements F-7
</TABLE>
F-1
<PAGE> 42
INDEPENDENT AUDITORS' REPORT
Board of Directors
Doane Pet Care Company
We have audited the accompanying consolidated balance sheets of Doane Pet
Care Company and subsidiaries as of December 31, 1998 and January 1, 2000 and
the related consolidated statements of income, stockholder's equity and
comprehensive income and cash flows for the years ended December 31, 1997 and
1998 and January 1, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluation the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Doane Pet Care Company and
subsidiaries at December 31, 1998 and January 1, 2000 and the results of its
operations and its cash flows for the years ended December 31, 1997 and 1998 and
January 1, 2000 in conformity with generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements, effective
January 1, 1999, the Company adopted Statement on Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities."
/s/ KPMG LLP
Houston, Texas
February 25, 2000
F-2
<PAGE> 43
DOANE PET CARE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PAR VALUE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1998 2000
------------ ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,349 $ 7,194
Accounts receivable, net 91,976 69,156
Inventories, net 49,873 52,938
Deferred tax asset 11,694 14,720
Prepaid expenses and other current assets 17,131 3,799
--------- ---------
Total current assets 174,023 147,807
Property, plant and equipment, net 208,266 216,067
Goodwill and other intangible assets, net 298,882 298,545
Other assets 29,708 30,877
--------- ---------
Total assets $ 710,879 $ 693,296
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt $ 15,693 $ 17,131
Accounts payable 75,953 64,512
Accrued liabilities 42,430 33,332
--------- ---------
Total current liabilities 134,076 114,975
Long-term debt, excluding current maturities 446,281 410,791
Other long-term liabilities 10,730 8,169
Deferred tax liability 12,706 30,450
--------- ---------
Total liabilities 603,793 564,385
--------- ---------
Senior Preferred Stock, 3,000,000 shares
authorized, 1,200,000 shares
issued and outstanding 37,792 45,965
--------- ---------
Commitments and contingencies
Stockholder's equity:
Common stock, $0.01 par value; 1,000 shares authorized,
issued and outstanding -- --
Additional paid-in-capital 105,670 106,708
Accumulated other comprehensive income (loss) 489 (170)
Accumulated deficit (36,865) (23,592)
--------- ---------
Total stockholder's equity 69,294 82,946
--------- ---------
Total liabilities and stockholder's equity $ 710,879 $ 693,296
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 44
DOANE PET CARE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED
---------------------------------------
DECEMBER 31,
----------------------- JANUARY 1,
1997 1998 2000
--------- --------- ---------
<S> <C> <C> <C>
Net sales $ 564,741 $ 686,663 $ 770,591
Cost of goods sold 482,896 554,447 576,490
--------- --------- ---------
Gross profit 81,845 132,216 194,101
Operating expenses:
Promotion and distribution 31,876 45,039 61,188
Selling, general and administrative 14,384 26,266 40,912
Amortization of intangibles 3,601 6,468 10,357
Non-recurring expenses -- 10,043 2,539
--------- --------- ---------
Income from operations 31,984 44,400 79,105
Interest expense, net 22,463 31,136 39,739
Non-recurring finance charges -- 4,599 --
Other (income) expense, net (102) 164 (1,201)
--------- --------- ---------
Income before income taxes, extraordinary loss
and cumulative effect of a change in accounting principle 9,623 8,501 40,567
Income tax expense 3,389 3,602 16,858
--------- --------- ---------
Income before extraordinary loss and cumulative effect of
a change in accounting principle 6,234 4,899 23,709
Extraordinary loss, net of income tax benefit of $16,001 -- 26,788 --
Cumulative effect at adoption on January 1, 1999 of
a change in accounting for derivative instruments,
net of income tax benefit of $1,440 -- -- (2,263)
--------- --------- ---------
Net income (loss) 6,234 (21,889) 21,446
Preferred stock dividends and accretion (6,385) (7,247) (8,173)
--------- --------- ---------
Net income (loss) available to common shares $ (151) $ (29,136) $ 13,273
========= ========= =========
Basic and diluted net income (loss) per common share:
Income (loss) from continuing operations (151) (2,348) 15,536
Extraordinary loss -- (26,788) --
Cumulative effect of accounting change -- -- (2,263)
--------- --------- ---------
Net income (loss) per common share $ (151) $ (29,136) $ 13,273
========= ========= =========
Basic and diluted weighted-average common
shares outstanding 1,000 1,000 1,000
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 45
DOANE PET CARE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER
------------------- PAID-IN COMPREHENSIVE ACCUMULATED
SHARES AMOUNT CAPITAL INCOME DEFICIT TOTAL
-------- -------- -------- ------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1996 1,000 $ -- $ 40,825 $ -- $ (7,578) $ 33,247
Net income -- -- -- -- 6,234 6,234
Preferred stock dividends -- -- -- -- (5,308) (5,308)
Accretion of preferred stock -- -- -- -- (1,077) (1,077)
Capital contribution -- -- 850 -- -- 850
-------- -------- -------- -------- -------- --------
Balances at December 31, 1997 1,000 $ -- $ 41,675 $ -- $ (7,729) $ 33,946
Comprehensive loss:
Net loss -- -- -- -- (21,889) (21,889)
Unrealized gain on foreign
currency translation, net -- -- -- 489 -- 489
--------
Total comprehensive loss -- -- -- -- -- (21,400)
--------
Preferred stock dividends -- -- -- -- (6,170) (6,170)
Accretion of preferred stock -- -- -- -- (1,077) (1,077)
Stock compensation expense -- -- 765 -- -- 765
Dividend to Parent -- -- (13,449) -- -- (13,449)
Capital contribution -- -- 1,359 -- -- 1,359
Capital contribution related to
Windy Hill acquisition -- -- 75,320 -- -- 75,320
-------- -------- -------- -------- -------- --------
Balances at December 31, 1998 1,000 $ -- $105,670 $ 489 $(36,865) $ 69,294
Comprehensive income:
Net income -- -- -- -- 21,446 21,446
Unrealized loss on foreign
currency translation, net -- -- -- (1,714) -- (1,714)
Unrealized gain on cash flow
hedges, net of tax of $682 -- -- -- 1,055 -- 1,055
--------
Total comprehensive income -- -- -- -- -- 20,787
--------
Preferred stock dividends -- -- -- -- (7,096) (7,096)
Accretion of preferred stock -- -- -- -- (1,077) (1,077)
Capital contribution -- -- 1,038 -- -- 1,038
-------- -------- -------- -------- -------- --------
Balances at January 1, 2000 1,000 $ -- $106,708 $ (170) $(23,592) $ 82,946
======== ======== ======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 46
DOANE PET CARE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED
-------------------------------------
DECEMBER 31,
---------------------- JANUARY 1,
1997 1998 2000
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 6,234 $ (21,889) $ 21,446
Items not requiring (providing) cash:
Depreciation 7,370 11,409 15,726
Amortization of intangibles 3,601 6,468 10,357
Deferred income tax expense 3,389 3,352 15,501
Changes in fair value of commodity derivative instruments -- -- 2,702
Non-cash interest expense 1,170 1,564 1,915
Other non-cash charges (credits), net 166 1,696 (3,504)
Equity in joint ventures (186) (273) (1,075)
Cumulative effect of accounting change -- -- 2,263
Extraordinary loss -- 26,788 --
Changes in current assets and liabilities (excluding
amounts acquired):
Accounts receivable 1,910 (1,537) 27,660
Inventories (1,689) 72 (3,275)
Prepaid expenses and other current assets 3,818 (2,665) (5,099)
Accounts payable (8,881) 6,707 (10,805)
Accrued liabilities 4,070 2,300 (13,874)
--------- --------- ---------
Net cash provided by operating activities 20,972 33,992 59,938
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures, including interest capitalized (14,437) (23,327) (26,668)
Acquisition related payments -- (31,907) (6,063)
Other, net (724) (1,066) (1,727)
--------- --------- ---------
Net cash used in investing activities (15,161) (56,300) (34,458)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 5,698 454,764 4,913
Capital contribution 850 1,359 598
Net borrowings (repayments) under revolving credit agreements (1,475) 32,000 (22,000)
Industrial development revenue bonds financing -- (9,000) 8,730
Principal payments on long-term debt (10,416) (400,533) (13,772)
Payment for debt issuance costs and Refinancing Transactions (468) (39,709) --
Dividend to Parent -- (13,449) --
--------- --------- ---------
Net cash provided by (used in) financing activities (5,811) 25,432 (21,531)
Effect of exchange rate changes on cash and
cash equivalents -- 225 (104)
--------- --------- ---------
Increase in cash and cash equivalents -- 3,349 3,845
Cash and cash equivalents, beginning of year -- -- 3,349
--------- --------- ---------
Cash and cash equivalents, end of year $ -- $ 3,349 $ 7,194
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 47
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Doane Pet Care Company ("Company" or "Doane") is a wholly-owned subsidiary
of Doane Pet Care Enterprises, Inc. ("Parent" or "Enterprises"). The Company is
a leading global provider of pet food, primarily private label, with 33
manufacturing facilities in North America and Europe. The Company offers a full
line of pet food products for dogs and cats, including both dry and wet (canned)
food, treats and biscuits, to retailers of all types. The Company also operates
a machine shop and a structural steel fabrication plant that sells to third
parties and supports the Company's facilities.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated. The Company's 50% joint venture
investments are accounted for under the equity method.
Reclassifications
Certain 1997 and 1998 amounts have been reclassified to conform with the
fiscal 1999 presentation.
52-53 Week Fiscal Year
For the years ended December 31, 1997 and 1998, the Company's fiscal year
end was a calendar year end. Effective January 1, 1999, the Company implemented
a fiscal year that ends on the Saturday nearest to the end of December.
Cash and Cash Equivalents
Cash and cash equivalents include all liquid investments with original
maturities of three months or less.
Accounts Receivable
Accounts receivable is stated at net realizable value through recording
allowances for doubtful accounts and sales returns of $5.8 million and $5.2
million at December 31, 1998 and January 1, 2000, respectively. The Company
extends unsecured credit in the form of accounts receivable, principally to
retailers and national branded companies throughout the United States, with
credit extended to one customer approximating 50% and 45% of accounts
receivable, net, at December 31, 1998 and January 1, 2000, respectively.
Inventories
Inventories are valued at the lower of cost or market. Cost is determined
using the first-in, first-out cost method.
Property, Plant and Equipment
Property, plant and equipment are depreciated using the straight-line
method over the estimated useful lives of 20 to 40 years for buildings and
improvements and 3 to 12 years for machinery and equipment.
F-7
<PAGE> 48
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Goodwill and Other Intangible Assets
Goodwill and other intangible assets include goodwill, trademarks and
certain identifiable intangible assets. Goodwill represents the excess of the
purchase price over the fair value of the net assets acquired. Trademarks and
goodwill are being amortized over 30 and 40 years, respectively, using the
straight-line method. The recovery of the carrying value of goodwill is
periodically evaluated in relation to the operating performance and expected
future operating cash flows of the Company on an undiscounted basis.
Financial Instruments
The fair value of cash, accounts receivable, accounts payable and accrued
liabilities approximates book value at December 31, 1998 and January 1, 2000.
The fair value of long-term debt is based upon market value, if traded, or
discounted at the estimated rate the Company would currently incur on similar
debt.
Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are determined based upon differences
between the financial reporting and tax basis of assets and liabilities. The
differences are measured by applying enacted tax rates and laws to taxable years
in which such differences are expected to reverse.
Revenue Recognition
Revenue is recognized at the time the product is shipped.
Commodity Derivative Instruments
The Company manages price risk created by market fluctuations by using
derivative instruments for portions of its primary commodity products purchases,
principally through exchange traded futures and options contracts. The terms of
such contracts are generally less than one year. Settlement of positions are
either through financial settlement with the exchanges or through exchange for
the physical commodity, in which case, the Company delivers the contract against
the acquisition of the physical commodity. The Company's policy does not permit
speculative commodity trading.
On January 1, 1999, the Company adopted Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities
("SFAS 133") which establishes new accounting and reporting guidelines for
derivative instruments and hedging activities. SFAS 133 requires all derivative
instruments be recognized as assets or liabilities in the balance sheet and
measured at fair value. Accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation.
Designation is established at the inception of a derivative, but redesignation
is permitted. For derivatives designated as cash flow hedges, changes in fair
value are recognized in accumulated other comprehensive income in the balance
sheet until the hedged item is recognized in earnings. Changes in the fair value
of derivative instruments, which are not designated as hedges, are recorded in
earnings as the changes occur.
The Company's commodity derivative instruments do not meet the requirements
of SFAS 133 to be designated as hedges. Accordingly, all changes in the fair
value of the Company's derivative instruments for commodities are included in
cost of goods sold in the accompanying consolidated statement of income for the
year ended January 1, 2000. The Company expects to refine the strategy, process
and documentation of its commodity derivative instruments and redesignate
qualifying transactions as cash flow hedges in the fourth quarter of fiscal year
2000.
Under the Company's previous accounting for commodity derivative
instruments, gains and losses were deferred until the contract settlement.
Accordingly, deferred losses on these outstanding contracts were $3.7 million at
December 31, 1998.
F-8
<PAGE> 49
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Interest Rate Hedges
The Company periodically uses interest rate swap agreements to limit its
exposure to the interest rate risk associated with its floating rate debt,
approximately $302.4 million and $262.9 million at December 31, 1998 and January
1, 2000, respectively. The Company's policy does not permit speculative trading
related to its debt. Amounts received (paid) under interest rate swap agreements
are recorded as reductions (additions) to interest expense. Upon adoption of
SFAS 133 at January 1, 1999, the Company's interest rate swap agreements were
designated as cash flow hedges with changes in fair value recognized in
accumulated other comprehensive income in the accompanying consolidated balance
sheet. The Company has recorded a deferred gain of $1.0 million, net of tax of
$0.7 million, in accumulated other comprehensive income in the accompanying
consolidated balance sheet at January 1, 2000. The maturity dates of the
Company's interest rate swap agreements extend through November 2003.
For the year ended December 31, 1998, the Company's interest rate swap
agreements were recorded at cost and any gain or loss was deferred until
contract settlement. The deferred loss associated with these contracts was $0.4
million at December 31, 1998.
Use of Estimates
In conformity with generally accepted accounting principles, preparation of
the Company's financial statements requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements; and therefore, actual results could ultimately differ from those
estimates.
Net Income (Loss) Per Common Share
Basic earnings per share ("EPS") is calculated using the weighted average
number of common shares of common stock outstanding during the period after
adjusting net income (loss) for unpaid cumulative preferred stock dividends and
the accretion of the preferred stock. Diluted EPS is the same as basic EPS as no
common stock equivalents exist.
(2) CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 1999, the Company adopted SFAS 133, Accounting for
Derivative Instruments and Hedging Activities, which establishes new accounting
and reporting guidelines for derivatives and hedging transactions. At the date
of adoption, the Company had derivative losses that had been properly deferred
as required by previous accounting guidance. SFAS 133 requires derivatives in
place at the date of adoption to be re-evaluated and documented as to the
specific planned or expected future purchase being hedged to continue to defer
losses on the derivative instruments. As discussed in Note 1, the Company's
process and strategy used to manage price risk associated with future purchases
of commodities does not meet the requirements of SFAS 133 to allow the
derivatives to be designated as cash flow hedges and continue to defer losses.
As a result, the Company recorded the cumulative effect of a change in
accounting related to derivative instruments of $2.3 million, net of income tax
benefit of $1.4 million at adoption on January 1, 1999. See Note 24 on Quarterly
Financial Data (Unaudited).
SFAS 133 also applies to the Company's accounting for interest rate swap
agreements. The Company has designated its interest rate swap agreements as cash
flow hedges in accordance with SFAS 133. As a result, no transition amount
was recorded as part of the cumulative effect of a change in accounting
principle mentioned above.
(3) ACQUISITIONS
Ipes Iberica, S.A. ("Ipes") Acquisition
On April 17, 1998 Doane purchased 100% of the outstanding stock of Ipes for
$26.2 million, net of cash acquired. Ipes is a private label pet food
manufacturer located in Spain. The transaction was financed through a $20.9
million non-recourse facility provided by the HSBC Investment Bank, Plc. in
Spain, and $7.4 million from the
F-9
<PAGE> 50
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Company's senior credit facility. This transaction has been accounted for as a
purchase with the purchase price and direct acquisition costs allocated based on
the fair value of assets acquired and liabilities assumed. Goodwill of
approximately $15.5 million was recorded in connection with this transaction.
The goodwill is being amortized over 40 years on a straight-line basis. The
results of operations for Ipes have been included in the accompanying
consolidated statements of income since April 17, 1998.
Windy Hill Pet Food Holdings Inc. ("Holdings") Acquisition
On August 3, 1998, Parent acquired Holdings for approximately 6.4 million
shares of its common stock valued at $63.6 million and the assumption of $183.5
million of indebtedness. Holdings was liquidated into Parent at the date of
acquisition. Windy Hill Pet Food Company, Inc. ("Windy Hill"), a wholly-owned
subsidiary of Holdings, was merged into the Company in November 1998 in
connection with the Refinancing Transactions (Note 4). Windy Hill was a
manufacturer of pet food for both dogs and cats, including dry, canned,
semi-moist, soft dry, soft treats and dog biscuits. This acquisition has been
accounted for as a purchase with the purchase price and direct acquisition costs
allocated based on the fair value of assets acquired and liabilities assumed.
Goodwill of approximately $68.7 million was recorded in connection with this
transaction. The goodwill is being amortized over 40 years on a straight-line
basis. The results of operations for Windy Hill have been included in the
accompanying consolidated statements of income since August 3, 1998.
A summary of the unaudited pro forma information for 1998 assuming Windy
Hill and Ipes were acquired January 1, 1998 follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1998
-----------
<S> <C>
Net sales $865,346
Income before income taxes and extraordinary loss 1,388
Income before extraordinary loss (1,965)
</TABLE>
These pro forma results have been prepared for comparative purposes only
and do not purport to be indicative of the results of operations which would
have resulted had the acquisitions occurred on the date indicated. The pro forma
results reflect certain adjustments for amortization and interest expense.
DIPP Acquisition
On July 30, 1999, the Company acquired a 50% interest in the business of
North American Pet Products, Inc., a privately held international pet food
distribution and brokerage company. The jointly owned business has operated
under the name of Doane International Pet Products LLC ("DIPP") since the
acquisition and will be the Company's exclusive distributor of Doane
manufactured products, as well as DIPP's existing product lines, in the Asian
and Latin American markets. The Company's investment in DIPP is being accounted
for under the equity method. The purchase price was $0.8 million in cash and
40,000 shares in Parent's common stock valued at $0.4 million. The Company's
share of DIPP's earnings has been included in the accompanying consolidated
statements of income since July 30, 1999.
Caldwell Acquisition
On August 31, 1999, the Company terminated its joint venture agreement
associated with the manufacturing operations of a pet food plant in Caldwell,
Idaho. Upon termination, the Company assumed control of 100% of the pet food
operations at the facility.
F-10
<PAGE> 51
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Larkshall Acquisition
On October 14, 1999, the Company acquired all of the assets of the
Larkshall Extrusions ("Larkshall") division of Buxted Chicken Limited for $5.0
million in cash. Larkshall is a manufacturer of a complete range of dry pet
foods, with an emphasis on super premium pet foods, located in England. This
acquisition has been accounted for as a purchase with the purchase price and
direct acquisition costs allocated based on the fair value of assets acquired
and liabilities assumed. The results of operations for Larkshall have been
included in the accompanying consolidated statements of income since October 14,
1999.
Arovit Acquisition
In March 2000, the Company signed a share purchase agreement to acquire A/S
Arovit Petfood ("Arovit") headquartered in Esbjerg, Denmark for approximately
DKK 1.2 billion (approximately U.S. $156 million) and will assume indebtedness,
net of cash, of approximately DKK 64 million (approximately U.S. $8 million).
Arovit manufactures and sells a full range of pet food products, throughout
Europe, for dogs and cats, including wet, dry and treats, primarily through
private label programs. This acquisition will be accounted for as a purchase
with the purchase price and direct acquisition costs allocated based on the fair
value of assets acquired and liabilities assumed. We intend to finance this
acquisition through our credit facilities. Completion of the transaction is
subject to certain conditions, including financing.
Menu Acquisition
On January 10, 2000, the Company signed a letter of intent to purchase Menu
Foods Limited ("Menu"). Menu is a supplier of wet private label pet food in
North America. This acquisition will be accounted for as a purchase with the
purchase price and direct acquisition costs allocated based on the fair value of
assets acquired and liabilities assumed. The Company intends to finance this
acquisition with debt.
(4) EXCHANGE OFFER AND REFINANCING TRANSACTIONS
In connection with the Windy Hill merger in November 1998, the Company
refinanced its capital structure through the following transactions
(collectively the "Refinancing Transactions"):
-- Doane completed a cash tender offer for approximately $97.0 million
principal amount of its 10 5/8% Senior Notes due 2006;
-- Windy Hill completed a cash tender offer for $46.0 million principal
amount of its 9 3/4% Senior Subordinated Notes due 2007, which tender
offer was required by a change of control provision in the indenture
governing such Notes;
-- Doane completed an exchange offer (the "Exchange Offer") of $150.0
million principal amount of its 9 3/4% Senior Subordinated Notes due
2007 for the remaining approximately $63.0 million principal amount of
10 5/8% Senior Notes due 2006 and the remaining approximately $74.0
million principal amount of Windy Hill 9 3/4% Senior Subordinated
Notes due 2007; and
-- Doane entered into a new Senior Credit Facility with a syndicate of
financial institutions providing for total commitments of $345.0
million. Doane borrowed $292.0 million under the Senior Credit
Facility to fund the cash requirements of the Refinancing
Transactions, repay borrowings under and retire its previous credit
facilities, repay other debt and repay bridge financing charges
incurred in connection with the tender offer for the Windy Hill 9 3/4%
Senior Subordinated Notes due 2007.
As a result of the Refinancing Transactions, an extraordinary loss of $26.8
million, net of income tax benefit of $16.0 million, was recorded during the
year ended December 31, 1998 due to the early extinguishment of debt. The
extraordinary loss consisted of the write-off of non-recurring finance charges
associated with the extinguished debt and related fees and expenses.
F-11
<PAGE> 52
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(5) INVENTORIES
A summary of inventories, net of valuation allowances, follows (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1998 2000
--------- ---------
<S> <C> <C>
Raw materials $ 13,349 $ 15,321
Packaging materials 20,715 20,199
Finished goods 15,809 17,418
--------- ---------
Total $ 49,873 $ 52,938
========= =========
</TABLE>
(6) PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1998 2000
--------- ---------
<S> <C> <C>
Land $ 6,887 $ 9,085
Buildings and improvements 57,133 60,506
Machinery and equipment 156,723 175,924
Construction in progress 18,320 17,326
--------- ---------
$ 239,063 262,841
Less accumulated depreciation (30,797) (46,774)
--------- ---------
Total $ 208,266 $ 216,067
========= =========
</TABLE>
(7) GOODWILL AND OTHER INTANGIBLE ASSETS
A summary of goodwill and other intangible assets follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1998 2000
--------- ---------
<S> <C> <C>
Goodwill $ 249,762 $ 257,965
Trademarks 61,990 61,990
--------- ---------
311,752 319,955
Less accumulated amortization (12,870) (21,410)
--------- ---------
Total $ 298,882 $ 298,545
========= =========
</TABLE>
F-12
<PAGE> 53
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(8) ACCRUED LIABILITIES
A summary of accrued liabilities follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1998 2000
----------- ---------
<S> <C> <C>
Rebates and other promotions $13,997 $11,301
Salaries and commissions 8,313 7,246
Acquisition related accruals 5,734 2,292
Accrued interest 5,541 3,799
Health insurance and workers' compensation 3,294 2,661
Real estate and franchise taxes 944 884
Other 4,607 5,149
------- -------
Total $42,430 $33,332
======= =======
</TABLE>
(9) LONG-TERM DEBT
A summary of long-term debt follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1998 2000
----------- ---------
<S> <C> <C>
Bank revolving credit facility $ 32,000 $ 10,000
Bank term loans 245,000 233,300
Senior subordinated notes 146,996 147,354
Industrial development revenue bonds 9,783 14,423
Debt of foreign subsidiaries 28,195 22,845
--------- ---------
461,974 427,922
Less current maturities (15,693) (17,131)
--------- ---------
Total $ 446,281 $ 410,791
========= =========
</TABLE>
Bank loans
In November 1998, the Company entered into a new senior credit facility
with a syndicate of banks and other institutional investors, as lenders, and
Chase, as administrative agent, DLJ Capital Funding, Inc. ("DLJ Capital"), as
syndication agent, and Mercantile Bank National Association, as documentation
agent. DLJ Capital and CSI served as the co-arrangers of the senior credit
facility. The senior credit facility consists of a $245.0 million term loan
facility (the "Term Loan Facility") and a $100.0 million revolving credit
facility (the "Revolving Credit Facility") with a $10.0 million sub-limit for
issuance of letters of credit of which $2.4 million was outstanding at December
31, 1998 and January 1, 2000. Loans under the senior credit facility bear
interest at: (i) the prime rate of the administrative agent or, if higher, the
secondary market rate for certificates of deposit plus 1% (or the federal funds
rate plus 0.5%) plus a specified margin based on the type of loan and the
current ratio of senior debt to EBITDA (the "Applicable Margin") or (ii) the
Euro dollar rate plus the Applicable Margin. The Company will also pay certain
fees with respect to the senior credit facility. The Term Loan Facility bore
interest at 9.14% and 9.27% and the Revolving Credit Facility bore interest at
8.39% and 8.36% at December 31, 1998 and January 1, 2000, respectively. The Term
Loan Facility consists of three tranches with terms between six and one-half
years and eight years, unless terminated sooner upon an event of default. The
principal amounts due under the Term Loan Facility follow: (i) approximately
$11.7 million in the year 2000, (ii) approximately $14.2 million in each of the
years 2001, 2002, 2003 and 2004, (iii) approximately $85.8 million in the year
2005 and (iv) approximately $79.0 million in the year 2006.
F-13
<PAGE> 54
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Revolving Credit Facility has a term of six and one-half years. At January
1, 2000, the Company had approximately $87.6 million of additional borrowings
available under the Revolving Credit Facility.
The Company and certain restricted subsidiaries are required to guarantee
amounts outstanding under the senior credit facility. The indebtedness incurred
pursuant to the senior credit facility is secured by a first priority lien on
substantially all of the material assets of the Company and its restricted
domestic subsidiaries. The senior credit facility contains certain financial and
other covenants usual and customary for a secured credit agreement. The Company
was in compliance with these covenants at January 1, 2000.
The Company may enter into interest rate swap agreements from time to time
to manage its interest rate risk exposure under the senior credit facility. At
January 1, 2000, the Company had interest rate swap contracts with a total
notional value of $60.0 million for which the Company pays fixed rates and
receives floating rate LIBOR.
Senior Subordinated Notes, Net of Discount
On November 12, 1998, the Company issued $150.0 million in aggregate
principal amount of its 9 3/4% Senior Subordinated Notes due May 15, 2007 with
interest payable semi-annually. The senior subordinated notes are general
unsecured obligations and are subordinated in right of payment to all senior
indebtedness and senior in right of payment to any current or future
indebtedness of the Company that, by its terms, is subordinated to the senior
subordinated notes. The payment of obligations of each subsidiary guarantor are
subordinated to the payment of senior indebtedness of such subsidiary guarantor.
The Company may redeem the senior subordinated notes at any time on or
after May 15, 2002, in whole or in part, at the option of the Company, at the
redemption prices set forth below, plus accrued and unpaid interest, if any, to
the redemption date:
<TABLE>
<CAPTION>
YEARS PERCENTAGE
- - ------------------- ----------
<S> <C>
2002 104.875%
2003 103.250%
2004 101.625%
2005 and thereafter 100.000%
</TABLE>
In addition, the Company may redeem up to 35% of the aggregate principal
amount of the senior subordinated notes prior to May 15, 2000 with the proceeds
of one or more Equity Offerings (as defined in the Note Indenture), at a
redemption price equal to 109.75% of the principal amount thereof, plus accrued
and unpaid interest, if any, provided, however, that at least 65% in aggregate
principal amount of the senior subordinated notes remain outstanding immediately
after each such redemption. At any time prior to May 15, 2002, the senior
subordinated notes may also be redeemed in whole, but not in part, at the option
of the Company upon the occurrence of a Change in Control (as defined in the
Note Indenture) at a redemption price equal to 100% of the principal amount
thereof plus the Applicable Premium (as defined in the Note Indenture) and the
unpaid accrued interest, if any, to the date of redemption. Upon a Change in
Control, holders of the senior subordinated notes may require the Company to
purchase all or a portion of the senior subordinated notes at a purchase price
equal to 101% of their principal amount plus accrued interest, if any. The
senior subordinated notes have certain covenants that have restrictions on
dividends, distributions, indebtedness, affiliate transactions and lines of
business.
Industrial Development Revenue Bonds
On March 12, 1997, the Company issued $6.0 million of 7.25% Ottawa County
Finance Authority Industrial Development Revenue Bonds (the "Miami Bonds"). The
Miami Bonds are subject to mandatory redemption prior to maturity, in part, at a
redemption price of 100% of the principal amount thereof, plus accrued interest
to the redemption date, in varying principal amounts on June 1 of each year from
2007 through 2017. The Miami Bonds are general secured obligations of the
Company and rank on a parity in right of payment with all other senior
indebtedness of the Company.
F-14
<PAGE> 55
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On July 24, 1998, the Company issued $9.0 million of 6.25% Oklahoma
Development Finance Authority Industrial Development Revenue Bonds, Series 1998
(the "Clinton Bonds") through the Oklahoma Development Finance Authority. The
Clinton Bonds are subject to mandatory redemption prior to maturity, in part, at
a redemption price of 100% of the principal amount thereof, plus accrued
interest to the redemption date, in varying principal amounts on July 15 of each
year from 2018 through 2023. The Clinton Bonds are general obligations of the
Company and rank on a parity in right of payment with all other senior
indebtedness of the Company. On July 24, 1998, the Clinton Bonds were purchased
by the Company's wholly-owned subsidiary, Doane/Windy Hill Joint Venture
Corporation, which sold the bonds on May 6, 1999 at a net price of $8.7 million.
Foreign Subsidiaries Debt
Debt of foreign subsidiaries consists of peseta denominated borrowings for
which the HSBC Branch in Spain is the facility agent. At January 1, 2000, the
borrowings are comprised of Tranche A of $13.3 million (2,200,000,000 pesetas)
outstanding and amortizing semi-annually until maturity in April 2005 and
Tranche B of $4.5 million (742,000,000 pesetas) outstanding and payable in full
in April 2006. The interest rates were 5.25% and 6.25% on Tranche A and B,
respectively, at January 1, 2000 and will adjust with changes in MIBOR (Madrid
Inter-Bank Offer Rate).
At January 1, 2000, Ipes maintained an interest rate swap agreement with a
notional value of $14.2 million to hedge interest rate exposure under the HSBC
facility. Ipes pays a fixed rate and receives floating rate MIBOR under the
arrangement.
Annual Maturities of Long-Term Debt
A summary of the aggregate annual maturities of long-term debt at January
1, 2000 follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDING MATURITIES
- - ------------------- ----------
<S> <C>
2000 $ 17,131
2001 16,771
2002 16,639
2003 16,639
2004 16,925
2005 and thereafter 343,817
</TABLE>
F-15
<PAGE> 56
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(10) FAIR VALUE OF FINANCIAL INSTRUMENTS
A summary of the estimated fair value of financial instruments, other than
current assets and liabilities, follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1998 JANUARY 1, 2000
--------------------------- -----------------------------
ESTIMATED ESTIMATED
BOOK VALUE FAIR VALUE BOOK VALUE FAIR VALUE
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Debt - liability:
Revolving credit facility $ 32,000 $ 32,000 $ 10,000 $ 10,000
Bank term loan 245,000 245,000 233,300 233,300
Senior subordinated notes 146,996 152,800 147,354 149,250
Other 37,978 37,978 37,268 37,268
------------ ------------ ------------- ------------
$ 461,974 $ 467,778 $ 427,922 $ 429,818
============ ============ ============= ============
Derivative instruments and hedges -
asset (liability):
Commodities $ 6,025 $ 3,003 $ (2,702) $ (2,702)
Interest rate - 400 1,727 1,727
</TABLE>
The Company considers debt with banks, as recorded in the accompanying
consolidated balance sheets, to approximate fair value. The fair value of the
senior subordinated notes is based on the traded market price on the date
closest to the Company's year end.
(11) SENIOR PREFERRED STOCK (REDEEMABLE)
The Senior Preferred Stock has an initial liquidation preference of $25 per
share (aggregate initial liquidation preference is $30.0 million). The Senior
Preferred Stock was recorded at the net proceeds of $17.1 million at October 5,
1995 after deducting $12.9 million paid to the Company for 1,354,478 warrants of
Parent which were issued in conjunction with the Senior Preferred Stock. The
excess of the liquidation preference over the carrying value is being accreted
quarterly over a twelve year period which ends September 30, 2007 by a direct
reduction to retained earnings.
Dividends on the Senior Preferred Stock are payable quarterly at the rate
of 14.25% per annum per share. Dividends on the Senior Preferred Stock accrete
to the liquidation value of the Senior Preferred Stock and, at the option of the
holders of a majority of the shares of Senior Preferred Stock, may be paid
through the issuance of additional shares of Senior Preferred Stock on each
dividend payment date through September 30, 2000. The Company does not expect to
pay dividends in cash on the Senior Preferred Stock for any period prior to
September 30, 2000. Cumulative dividends on Senior Preferred Stock that have not
been paid at December 31, 1998 and January 1, 2000, are $17.2 million and $24.3
million, respectively, and are included in the carrying amount of the Senior
Preferred Stock in the accompanying consolidated balance sheets. As of December
31, 1998 and January 1, 2000, the cumulative accretion to redemption value on
the Senior Preferred Stock was $3.5 million and $4.6 million, respectively.
F-16
<PAGE> 57
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Subsequent to September 30, 1998, but prior to September 30, 2000, the
Company is not precluded from purchasing, in whole or in part, the Senior
Preferred Stock on the open market at prevailing market prices. On and after
September 30, 2000, the Company may, at its option, redeem the Senior Preferred
Stock, in whole or in part, at redemption prices per share set forth below,
together with accrued and unpaid dividends as follows:
<TABLE>
<CAPTION>
YEARS BEGINNING PERCENTAGE OF
SEPTEMBER 30, LIQUIDATION VALUE
- - --------------- -----------------
<S> <C>
2000 107.125%
2001 105.700%
2002 104.275%
2003 102.850%
2004 101.425%
2005 100.000%
2006 100.000%
</TABLE>
The Company will be required to redeem all outstanding shares of Senior
Preferred Stock on September 30, 2007 at 100% of the liquidation value at this
date, together with accrued and unpaid dividends.
In the event of a Change of Control, as defined, the holders of Senior
Preferred Stock have the right to require the Company to redeem such Senior
Preferred Stock, in whole or in part, at a price equal to 101% of liquidation
value at the Change of Control date together with any unpaid dividends.
The terms of the Senior Preferred Stock prohibit (i) the payment of
dividends on securities ranking on a parity with or junior to the Senior
Preferred Stock and (ii) redemption, repurchase or acquisition of any Junior
Securities with certain exceptions, in each case, unless full cumulative
dividends have been paid on the Senior Preferred Stock.
Holders of the Senior Preferred Stock have limited voting rights customary
for preferred stock and the right to elect two additional directors to the
Company's board of directors upon certain events such as the Company failing to
declare and pay dividends on any six consecutive dividend payment dates.
(12) COMMON STOCK OF PARENT
The Parent's common stock consists of two classes, Class A Common Stock and
Class B Common Stock. The Class A and Class B Common Stock are identical except
the Class B Common Stock has no voting rights. The Class B Common Stock is
convertible into shares of Class A Common Stock at any time at the option of the
holder thereof. Each holder of Class A Common Stock is entitled to one vote for
each share of Class A Common Stock held of record on all matters submitted to a
vote of stockholders. The holders of Class A Common Stock do not have cumulative
voting rights in the election of directors to the Parent's board of directors.
The holders of Common Stock have no preemptive, subscription, redemptive or
conversion rights, except that holders of Class B Common Stock may at their
option, convert their shares into Class A Common Stock.
(13) STOCK OPTION PLAN OF PARENT
Effective November 1, 1996, Parent adopted its 1996 Stock Option Plan, as
amended. Certain employees of the Company are covered under the plan. Each stock
option granted under the plan allows for the purchase of one share of Parent's
common stock. The options vest based on the attainment of certain performance
levels, as defined by the plan.
F-17
<PAGE> 58
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On July 14, 1999, Parent adopted the 1999 Stock Incentive Plan. Under this
plan, 4,200,000 shares of Parent's common stock are authorized for issuance. In
connection with the adoption of the 1999 Stock Incentive Plan, no new grants may
be made under the 1996 Stock Option Plan.
The Company and its Parent have elected to continue to follow APB Opinion
No. 25, Accounting for Stock Issued to Employees ("APB Opinion No. 25"), to
account for stock awards granted to employees; however, if the Company adopted
Statement of Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation, ("SFAS 123") to account for stock awards granted to employees, the
Company's net income (loss) and basic and diluted earnings (loss) per common
share for the years ended December 31, 1997 and 1998 and January 1, 2000 would
have been reduced as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1998 JANUARY 1, 2000
---------------------- ----------------------- ----------------------
AS REPORTED PRO FORMA AS REPORTED PRO FORMA AS REPORTED PRO FORMA
----------- --------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net (loss) income available
to common shareholders $ (151) $ (481) $(29,136) $(29,980) $ 13,273 $ 12,779
Basic and diluted
earnings (loss)
per common share $ (151) (481) (29,136) (29,980) 13,273 12,779
</TABLE>
Pro forma information regarding net income (loss) and basic and diluted
earnings (loss) per common share has been determined as if the Company had
accounted for its employee stock options under the minimum value method of SFAS
123 under the assumptions of a risk free rate of return of 5.75% for the years
ended December 31, 1997 and 1998 and 5.67% for the year ended January 1, 2000
and an expected life of options ranging from 5 to 10 years. The Company has no
present plans to pay dividends on its common stock. The effects of applying SFAS
123, as calculated above, may not be representative of the effect on reported
net income for future years.
For the year ended December 31, 1998, the Company recorded compensation
expense of $0.8 million in additional paid-in-capital in the accompanying
consolidated balance sheet with 1998 stock option grants under the 1996 Stock
Option Plan. No compensation expense was recorded in the year ended January 1,
2000 for grants in that year.
(14) ACCUMULATED OTHER COMPREHENSIVE INCOME
A summary of the components of accumulated other comprehensive income
(loss) follows (in thousands):
<TABLE>
<CAPTION>
ACCUMULATED
FOREIGN UNREALIZED OTHER
CURRENCY HOLDING GAINS COMPREHENSIVE
TRANSLATION (LOSSES), NET INCOME (LOSS)
----------- -------------- -------------
<S> <C> <C> <C>
Balances at December 31, 1997 $ -- $ -- $ --
Year ended 1998 change 489 -- 489
------- ------- -------
Balances at December 31, 1998 489 -- 489
Year ended 1999 change (1,714) 1,055 (659)
------- ------- -------
Balances at January 1, 2000 $(1,225) $ 1,055 $ (170)
======= ======= =======
</TABLE>
F-18
<PAGE> 59
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(15) OPERATING LEASES
The Company leases certain facilities, machinery and equipment under
operating lease agreements with varying terms and conditions. A summary of the
future annual minimum lease payments under these leases follows (in thousands):
<TABLE>
<CAPTION>
MINIMUM
YEARS ENDING ANNUAL PAYMENTS
------------------- ---------------
<S> <C>
2000 $ 2,654
2001 2,655
2002 2,720
2003 2,752
2004 2,780
2005 and thereafter 8,479
</TABLE>
Rent expense was $0.2 million, $1.3 million and $3.2 million for the years
ended December 31, 1997 and 1998 and January 1, 2000, respectively.
(16) NON-RECURRING EXPENSES
A summary of non-recurring expenses for the years ended December 31, 1998
and January 1, 2000 follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
------------------------
DECEMBER 31, JANUARY 1,
1998 2000
------------ ----------
<S> <C> <C>
Transition expenses:
Relocation expense $ 2,571 $ --
Merger and relocation bonuses 2,016 125
Severance 943 --
Professional fees 819 729
Travel 348 88
Miscellaneous 346 167
------- -------
Total transition expenses 7,043 1,109
------- -------
Initial public offering expenses -- 1,430
Product recall expenses 3,000 --
------- -------
Total $10,043 $ 2,539
======= =======
</TABLE>
Non-recurring transition expenses were incurred in connection with the
acquisition and integration of Windy Hill with the Company. Relocation expense
represents liabilities incurred to relocate personnel from the former Doane
corporate office to merged corporate headquarters in Brentwood, Tennessee.
Merger bonuses were paid to Doane personnel in connection with the acquisition.
Professional fees represent costs for consultants in human resources,
employment, law, accounting and information systems to assist in the transition.
At January 1, 2000, the Company had $0.3 million of relocation expenses accrued
which it expects to pay in the next year.
Non-recurring initial public offering expenses related to the proposed
initial public offering of Parent's common stock which was withdrawn in the
second quarter of 1999.
F-19
<PAGE> 60
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On October 30, 1998, the Company initiated a voluntary product recall for
certain dry dog food manufactured at its Temple, Texas plant. The Company
recorded a $3.0 million product recall charge in the fourth quarter of fiscal
1998 of which substantially all was paid in 1999.
(17) INCOME TAXES
A summary of income tax expense (benefit) follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------
DECEMBER 31,
---------------------- JANUARY 1,
1997 1998 2000
<S> <C> <C> <C>
Current:
Federal $ -- $ -- $ 409
Foreign -- 250 948
-------- -------- --------
-- 250 1,357
Deferred:
Federal 3,084 2,790 13,150
State and local 305 524 2,476
Foreign -- 38 (125)
-------- -------- --------
3,389 3,352 15,501
-------- -------- --------
Total before extraordinary loss and cumulative effect
of a change in accounting principle 3,389 3,602 16,858
Income tax benefit on extraordinary loss -- (16,001) --
Income tax benefit on cumulative effect of a change
in accounting principle -- -- (1,440)
-------- -------- --------
Total income tax expense (benefit) $ 3,389 $(12,399) $ 15,418
======== ======== ========
</TABLE>
A summary of income before income taxes, extraordinary loss and cumulative
effect of a change in accounting principle by domestic and foreign source
follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
---------------------------------------
DECEMBER 31,
-------------------------- JANUARY 1,
1997 1998 2000
----------- ------------ -----------
<S> <C> <C> <C>
Domestic $ 9,623 $ 6,995 $ 37,795
Foreign -- 1,506 2,772
----------- ----------- ----------
$ 9,623 $ 8,501 $ 40,567
=========== =========== ==========
</TABLE>
F-20
<PAGE> 61
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Income tax expense (benefit) differs from the amount computed by applying
the federal statutory rate to pretax income as follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------------
DECEMBER 31,
--------------------------- JANUARY 1,
1997 1998 2000
------------ ------------ -----------
<S> <C> <C> <C>
Computed "expected" federal tax expense $ 3,272 $ 2,890 $ 14,198
State and local tax expense -- 341 1,610
Non-deductible amortization of goodwill -- 661 1,156
Foreign tax expense -- 239 (147)
Meals and entertainment, other 117 (529) 41
----------- ----------- ----------
$ 3,389 $ 3,602 $ 16,858
=========== =========== ==========
</TABLE>
A summary of the income tax effects of temporary differences that give rise
to the significant portions of the deferred tax assets and deferred tax
liabilities at December 31, 1998 and January 1, 2000 follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1998 2000
------------- -------------
<S> <C> <C>
Current deferred tax assets:
Net operating loss carryforwards $ 7,945 $ 10,158
Accounts receivable 544 156
Inventory 618 1,007
Accruals and provisions 2,587 3,399
------------ -------------
Net current deferred tax asset $ 11,694 $ 14,720
============ ============
Noncurrent deferred tax assets (liabilities):
Net operating loss carryforwards $ 19,561 $ 8,232
Depreciation (12,364) (21,565)
Amortization (19,903) (15,861)
Other -- (1,256)
------------ ------------
Net noncurrent deferred tax liability (12,706) (30,450)
------------ ------------
Total net deferred tax liability $ (1,012) $ (15,730)
============ ============
</TABLE>
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which these temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in working this assessment. Based upon the
historical taxable income of the Company and projections for future taxable
income over the periods which the deferred tax assets are deductible, management
believes it is more likely than not the Company will realize the future benefits
of these deductible differences at January 1, 2000.
At January 1, 2000, the Company had total net operating loss carryforwards
of $49.2 million for federal income tax purposes consisting of approximately
$9.0 million and $40.2 million which are available to offset future taxable
income through 2012 and 2018, respectively.
F-21
<PAGE> 62
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(18) EMPLOYEE BENEFIT PLANS
Pension Plans
The Company has two defined benefit, non-contributory pension plans
covering hourly and salaried employees of the former Hubbard Milling Company,
which were frozen on May 21, 1998. As a result, future benefits no longer
accumulate and the Company's service cost ceased. The Company's funding policy
for these plans was to make the minimum annual contribution required by
applicable regulations. In addition, the Company terminated a defined benefit
plan on May 31, 1998 that previously covered all non-bargaining employees. The
Company's only active plan covers 66 union employees at one of its facilities.
A summary of net periodic pension cost (earnings) for the Company's pension
plans follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
----------------------------------------
DECEMBER 31,
-------------------------- JANUARY 1,
1997 1998 2000
----------- ----------- -----------
<S> <C> <C> <C>
Service cost $ 1,276 $ 520 $ 15
Interest cost 903 867 1,101
Actual return on plan assets (1,914) (1,391) (2,076)
Net amortization and deferral 983 204 9
---------- ---------- ----------
Net periodic pension cost (earnings) $ 1,248 $ 200 $ (951)
========== ========== ==========
</TABLE>
A summary of assumptions used by the Company in the determination of
pension plan information follows:
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------
DECEMBER 31,
---------------------- JANUARY 1,
1997 1998 2000
--------- --------- -----------
<S> <C> <C> <C>
Discount rate 7.00% 6.75% 8.38%
Rate of increase in compensation levels 5.50% 5.50% N/A
Expected long-term rate of return on plan assets 7.50% 7.50% 8.50%
</TABLE>
A summary of the funded status of the pension plans reconciled with amounts
recognized in other assets in the accompanying consolidated balance sheets
follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1998 2000
------------ ------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits $ (30,817) $ (15,959)
============ ============
Accumulated and projected benefits $ (31,270) $ (14,210)
Plan assets at fair value 36,641 21,169
------------ ------------
Projected plan assets in excess of benefit obligation 5,371 6,959
Items not yet recognized in earnings:
Unrecognized net loss 674 37
------------ ------------
Pension asset $ 6,045 $ 6,996
============ ============
</TABLE>
F-22
<PAGE> 63
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
A reconciliation of the beginning and ending balances of the projected
benefit obligation follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------
DECEMBER 31, JANUARY 1,
1998 2000
------------ ------------
<S> <C> <C>
Projected benefit obligation, beginning of year $ 14,818 $ 31,270
Increase due to assumption change 302 --
Service cost 520 15
Interest cost 866 1,101
Benefits paid (605) (1,530)
Actuarial gain (loss) 580 (624)
Effect of plan terminations (741) --
Settlements -- (16,022)
Business combination 15,530 --
------------ ------------
Projected benefit obligation, end of year $ 31,270 $ 14,210
============ ============
</TABLE>
A reconciliation of the beginning and ending balances of plan assets at
fair value follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------
DECEMBER 31, JANUARY 1,
1998 2000
------------ ------------
<S> <C> <C>
Plan assets at fair value, beginning of year $ 14,557 $ 36,641
Employer contributions 13 32
Actual return on plan assets 1,391 2,048
Benefits paid (605) (1,530)
Settlements -- (16,022)
Business combination 21,285 --
------------ ------------
Plan assets at fair value, end of year $ 36,641 $ 21,169
============ ============
</TABLE>
Post-Retirement Plans
The Company maintains two post-retirement healthcare plans that provide
medical coverage for eligible retirees and their dependents. The Company pays
benefits under these plans when due and does not fund its plan obligations as
they accrue.
A summary of net periodic post-retirement benefit cost follows (in
thousands):
<TABLE>
<CAPTION>
YEARS ENDED
----------------------------------------------
DECEMBER 31,
----------------------------- JANUARY 1,
1997 1998 2000
------------ ------------ ------------
<S> <C> <C> <C>
Service cost $ 18 $ 16 $ 209
Interest cost 102 157 133
------------ ------------ ------------
Net periodic post-retirement benefit cost $ 120 $ 173 $ 342
============ ============ ============
</TABLE>
F-23
<PAGE> 64
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
A summary of the funded status of the post-retirement plans reconciled with
amounts recognized in other long-term liabilities in the accompanying
consolidated balance sheets follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1998 2000
------------ ------------
<S> <C> <C>
Accumulated post-retirement benefit obligation:
Retirees and dependents $ 3,166 $ 3,666
Fully eligible active plan participants 274 160
Other active plan participants 295 263
Unrecognized net gain (loss) 22 (285)
------------ ------------
Post-retirement benefit liability $ 3,757 $ 3,804
============ ============
</TABLE>
A reconciliation of the beginning and ending balances of the accumulated
post-retirement benefit obligation follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------
DECEMBER 31 JANUARY 1,
1998 2000
------------ ------------
<S> <C> <C>
Projected benefit obligation, beginning of year $ 1,569 $ 3,757
Service cost 16 209
Interest cost 157 133
Benefits paid (138) (295)
Business combination 2,153 --
------------ ------------
Projected benefit obligation, end of year $ 3,757 $ 3,804
============ ============
</TABLE>
For measurement purposes, per capita claims costs for participants over age
65 were assumed to increase at 6.50%, 6.00% and 6.00% annually for the years
ended December 31, 1997 and 1998 and January 1, 2000, respectively. The rate
used to calculate the net periodic post-retirement benefit cost was assumed to
decrease gradually to 2001 at the annual rate of 4.00%, 3.75% and 3.75% for the
years ending December 31, 1997 and 1998 and January 1, 2000, respectively. The
rate used to calculate the accumulated post-retirement benefit obligation was
assumed to decrease gradually to 2001 at the rates of 4.00%, 3.75% and 3.75% as
of December 31, 1997 and 1998 and January 1, 2000, respectively. The medical
cost trend rate assumption has a significant effect on the amounts reported. To
illustrate, increasing the assumed medical cost trend rates by one percentage
point in each year would increase the accumulated post-retirement benefit
obligation as of December 31, 1998 and January 1, 2000 by $384,000 and $412,000,
respectively, and the aggregate of the service cost and interest cost components
of net periodic post-retirement benefit cost for the years ended December 31,
1998 and January 1, 2000 by $36,000 and $32,000, respectively.
The weighted-average discount rate used in determining the net periodic
post-retirement benefit cost was 7.00%, 7.00%, and 6.75% for the years ending
December 31, 1997 and 1998 and January 1, 2000, respectively. The
weighted-average discount rate used in determining the accumulated
post-retirement benefit obligation was 7.00%, 6.75% and 8.38% as of December 31,
1997 and 1998 and January 1, 2000, respectively.
Defined Contribution Plans
As of June 1, 1998, the Company adopted the Doane Pet Care Retirement
Savings Plan for eligible employees not covered by collective bargaining
arrangements and the Doane Pet Care Savings and Investment Plan - Union Plan
for eligible union employees at the Joplin, Missouri plant. The plans are
intended to be qualified retirement plans under the Internal Revenue Code. Both
plans permit employee contributions between 1% and 15% of pretax earnings,
subject to
F-24
<PAGE> 65
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
annual dollar limits set by the IRS, and provide for a variety of investment
options. The Doane Pet Care Retirement Savings Plan also includes an employer
matching contribution equal to 50% of participant contribution up to 6% of
compensation. Vesting for the employer match is 25% per year for each full year
of service. In addition, the plan provides for an annual employer profit sharing
contribution of $400 for each eligible participant. For the years ended December
31, 1998 and January 1, 2000, the Company contributed $0.7 million and $0.9
million to the Doane Pet Care Retirement Savings Plan, respectively.
Windy Hill adopted the Windy Hill Pet Food Company, Inc. Profit Sharing and
Savings Plan on March 1, 1995, as amended. The plan is intended to be a
qualified plan under the Internal Revenue Code. The plan permits employee
contributions from 1% to 15% of pretax earnings, subject to annual dollar
limits set by the IRS. The Company matches 50% of the first 6% of the employee
contributions. In addition, the plan provides for employer contributions to
participant accounts equal to 2 1/2% of the employee's compensation. For the
years ended December 31, 1998 and January 1, 2000, the Company contributed $0.5
million and $1.3 million to the Windy Hill Pet Food Company, Inc. Profit Sharing
and Savings Plan, respectively.
As of January 1, 2000, the Windy Hill Pet Food Company, Inc. Profit Sharing
and Savings Plan was merged into the Doane Pet Care Retirement Savings Plan, as
amended and restated. The merged plan is intended to be a qualified plan under
the Internal Revenue Code and it permits employee contributions from 1% to 15%
of pretax earnings, subject to annual dollar limits set by the IRS. The Company
matches 50% of the first 6% of the employee contribution with a provision for
other contributions at the board of directors' discretion. Vesting for the
employer contributions is 25% per year for each full year of service. Effective
April 1, 2000, the union employees of the Muscatine, Iowa plant will be covered
under the Doane Pet Care Savings and Investment Plan - Union Plan under the
same terms and conditions.
(19) DEFERRED COMPENSATION AGREEMENTS AND SALARY CONTINUATION PLAN
The Company has deferred compensation agreements with two individuals which
provide for annual payments upon retirement to be paid over 10 consecutive
years. The liability is approximately $1.3 million, and $1.1 million at December
31, 1998 and January 1, 2000, respectively, and is included in other long-term
liabilities in the accompanying consolidated balance sheets.
The Company also has a salary continuation plan with 29 and 25 participants
at December 31, 1998 and January 1, 2000, respectively. Participants in the plan
who reach age 55 and have 10 years of service with the Company become vested in
their benefits, which are payable in 10 equal annual installments after
retirement. The Company has recorded an expected future liability equal to the
present value of future payments under this plan. The liability is approximately
$1.5 million and $1.4 million at December 31, 1998 and January 1, 2000,
respectively, and is included in other long-term liabilities in the accompanying
consolidated balance sheets.
(20) MAJOR CUSTOMER
For the years ended December 31, 1997 and 1998 and January 1, 2000, the
same customer accounted for approximately 61%, 52% and 48%, respectively, of the
Company's net sales. The Company does not have a long-term contract with this
customer.
F-25
<PAGE> 66
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(21) ADDITIONAL CASH FLOW INFORMATION
Additional cash flow information for the years ended December 31, 1997 and
1998 and January 1, 2000 follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------------------
DECEMBER 31,
----------------------------- JANUARY 1,
1997 1998 2000
------------ ------------ ------------
<S> <C> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest paid (net of amounts capitalized) $ 21,924 $ 27,202 $ 40,587
Income taxes paid (refunded) -- (299) 1,270
Schedule of non-cash investing and financing activities:
Capital contribution -- 75,320 440
Fair value adjustment for interest rate swap agreements -- -- 1,727
Exchange notes -- 137,000 --
</TABLE>
(22) RELATED PARTY TRANSACTIONS
The Company has a management advisory agreement with Summit Capital Inc.
("SCI") and a financial advisory agreement with Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJSC"), both stockholders of the Company and each has
a member who are directors of the Company. The Company pays SCI and DLJSC an
annual fee of $0.2 million and $0.1 million, respectively, for these advisory
services provided. Such agreements terminate upon the consummation of an initial
public offering by Parent. In addition, the Company paid SCI, DLJSC, Chase
Manhattan Investment Holdings Inc. and Chase Securities, Inc. (both affiliates
of the Chase Manhattan Bank, collectively "Chase"), Dartford Partnership, L.L.C.
and Bruckmann, Rosser, Sherrill & Co., Inc. (stockholders of the Company and
each has members who are directors of the Company and Parent) fees of $2.0
million, $1.0 million, $1.5 million, $3.0 million and $1.5 million,
respectively, in connection with the Windy Hill acquisition. In addition, DLJSC
and Chase received fees of $3.8 million and $3.9 million, respectively, in
connection with the Refinancing Transactions (Note 4).
(23) COMMITMENTS AND CONTINGENCIES
The Company is party, in the ordinary course of business, to claims and
litigation. In management's opinion, the resolution of such matters is not
expected to have a material impact on the future financial condition, results of
operations or cash flows of the Company.
(24) QUARTERLY FINANCIAL DATA (UNAUDITED)
The Company has restated its financial results for the first three quarters
of 1999. The adjustments are the result of a change from the previous
methodology for offsetting or reversing contract fair value gains and losses
recognized in cost of goods sold in future periods when actual cash settlement
occurs or contract dates have passed. This change was implemented based on a
year end review of the Company's policies and procedures relating to SFAS 133
(Notes 1 and 2). The restated balances reflect the fair value gains and losses
of the Company's commodity derivative instruments in cost of goods sold
immediately as required by SFAS 133. The restated quarterly results from
operations reflect adjustments to cost of goods sold consisting of a (decrease)
increase of ($0.6 million), ($0.7 million), and $4.9 million for the first,
second and third quarters of 1999, respectively. In addition, the restated
quarterly results from operations reflect adjustments to income tax expense
(benefit) of ($0.2 million), ($0.3 million), and $1.9 million for the first,
second and third quarters of 1999, respectively. The restated quarterly results
from operations also reflect the cumulative loss recognized on the change in
accounting for derivative instruments
F-26
<PAGE> 67
DOANE PET CARE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
of $2.3 million, net of income tax benefit of $1.4 million, in the first quarter
of 1999. A summary of quarterly results follows (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
1998 FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
- - ----------------------------------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $ 144,307 $ 140,843 $ 176,511 $ 225,002
Gross profit 24,340 24,768 33,970 49,138
Income (loss) before extraordinary loss 3,279 2,474 222 (1,076)
Net income (loss) 3,279 2,474 222 (27,864)
Per common share data:
Income (loss) from continuing operations,
before extraordinary loss 1,548 690 (1,617) (2,969)
Net income (loss) 1,548 690 (1,617) (29,757)
</TABLE>
<TABLE>
<CAPTION>
1999 AS RESTATED FOR SFAS 133 FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
- - -------------------------------------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $ 203,673 $ 180,412 $ 181,436 $ 205,070
Gross profit 52,400 46,543 39,971 55,187
Income before cumulative effect of a change
in accounting principle 7,365 5,540 1,312 9,492
Net income 5,102 5,540 1,312 9,492
Per common share data:
Income (loss) from continuing operations,
before cumulative effect of a change in
accounting principle 5,414 3,529 (762) 7,355
Net income 3,151 3,529 (762) 7,355
</TABLE>
F-27
<PAGE> 68
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
3.1 -- Certificate of Incorporation of Doane Pet Care Company
(incorporated by reference to Exhibit 3.1 to Doane Pet Care
Company's Registration Statement on Form S-1, Reg. No.
33-98110 (the "Form S-1"))
3.2 -- Certificate of Amendment to Certificate of Incorporation
of Doane Pet Care Company (incorporated by reference to
Exhibit 3.2 to Doane Pet Care Company's Annual Report on
Form 10-K for the year ended December 31, 1997 (the "1997
Form 10-K"))
3.3 -- Bylaws of Doane Pet Care Company (incorporated by
reference to Exhibit 3.2 to the Form S-1)
4.1 -- Indenture dated November 12, 1998 between Doane Pet Care
Company and Wilmington Trust Company (incorporated by
reference to Exhibit 10.12 of Doane Pet Car Enterprises,
Inc.'s Registration Statement on Form S-1, Reg. No.
333-61027 ("Enterprises' Form S-1"))
4.2 -- Registration Agreement among Doane Pet Care Company,
Donaldson, Lufkin & Jenrette Securities Corporation and
Chase Securities Inc. dated November 12, 1998 (incorporated
by reference to Exhibit 4.2 to Doane Pet Care Company's
Registration Statement on Form S-4, Reg. No. 333-70759 (the
"Form S-4"))
9.1 -- Amended and Restated Investors' Agreement dated as of
August 3, 1998 among Doane Pet Care Company, Doane Pet Care
Enterprises, Inc., Summit Capital Inc., Summit/DPC Inc.,
Baseball Partners, DLSJ Merchant Banking Partners, L.P., DLJ
International Partners, C.V., DLJ Offshore Partners, C.V.,
DLJ Merchant Banking Funding, Inc., DLJ First ESC, L.P.,
Dartford Partnership, L.L.C., Bruckmann, Rosser, Sherrill &
Co., L.P., PNC Capital Corp, Windy Hill Pet Food Company,
L.L.C. and certain other persons name therein (incorporated
by reference to Exhibit 9.1 of Enterprises' Form S-1)
9.2 -- First Amendment to First Amended and Restated Investor's
Agreement dated as of October 14, 1998 and among Doane Pet
Care Company, Doane Pet Care Enterprises, Inc., Summit
Capital Inc., Summit/DPC Partners, L.P., Chase Manhattan
Investment Holdings, Baseball Partners, DLJ Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ
Offshore Partners, C.V., DLJ Merchant Banking Funding, inc.,
DLJ First ESC, L.P., Dartford Partnership, L.L.C.,
Bruckmann, Rosser, Sherrill & Co., L.P., PNC Capital Corp,
Windy Hill Pet Food Company, L.L.C. and certain other
persons name therein (incorporated by referenced to Exhibit
9.2 of the Form S-4)
9.3 -- Second Amendment to First Amended and Restated Investor's
Agreement dated as of February 4, 1999 among Doane Pet Care
Company, Doane Pet Care Enterprises, Inc., Summit Capital
Inc., Summit/DPC Partners, L.P., Chase Manhattan Investment
Holdings, Inc., Baseball Partners, DLJ Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ
Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc.,
DLJ First ESC, L.P., Dartford Partnership L.L.C., Bruckmann,
Rosser, Sherrill & Co., L.P., PNC Capital Corp., Windy Hill
Pet Food Company, L.L.C. and certain other persons named
therein (incorporated by reference to Exhibit 9.3 to
Enterprises' Form S-1)
</TABLE>
i
<PAGE> 69
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
9.4 -- Third Amendment to the First Amended and Restated
Investors' Agreement dated as of April 8, 1999 among Doane
Pet Care Company, Doane Pet Care Enterprises, Inc., Summit
Capital Inc., Summit/DPC Partners, L.P., Chase Manhattan
Investment Holdings, Inc., Baseball Partners, DLJ Merchant
Banking Partners, L.P., DLJ International Partners, C.V.,
DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding,
Inc., DLJ First ESC, L.P., Dartford Partnership, L.L.C.,
Bruckmann, Rosser, Sherrill & Co., L.P., PNC Capital Corp,
Windy Hill Pet Food Company, L.L.C. and certain other
persons name therein (incorporated by reference to Exhibit
9.4 Doane Pet Care Company's Annual Report on Form 10 K/A
for the year ended December 31, 1998)
*9.5 -- Fourth Amendment to the First Amended and Restated
Investors' Agreement dated as of May 4, 1999 among Doane Pet
Care Company, Doane Pet Care Enterprises, Inc., Summit
Capital Inc., Summit/DPC Partners, L.P., Chase Manhattan
Investment Holdings, Inc., Baseball Partners, DLJ Merchant
Banking Partners, L.P., DLJ International Partners, C.V.,
DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding,
Inc., DLJ First ESC, L.P., Dartford Partnership, L.L.C.,
Bruckmann, Rosser, Sherrill & Co., L.P., PNC Capital Corp,
Windy Hill Pet Food Company, L.L.C. and certain other
persons name therein
*9.6 -- Fifth Amendment to the First Amended and Restated
Investors' Agreement dated as of February 24, 2000 among
Doane Pet Care Company, Doane Pet Care Enterprises, Inc.,
Summit Capital Inc., Summit/DPC Partners, L.P., Chase
Manhattan Investment Holdings, Inc., Baseball Partners, DLJ
Merchant Banking Partners, L.P., DLJ International Partners,
C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking
Funding, Inc., DLJ First ESC, L.P., Dartford Partnership,
L.L.C., Bruckmann, Rosser, Sherrill & Co., L.P., PNC Capital
Corp, Windy Hill Pet Food Company, L.L.C. and certain other
persons name therein
10.1 -- Early Retirement Agreement and Release effective as of
June 30, 1998 between Doane Pet Care Company and Bob L.
Robinson (incorporated by reference to Exhibit 10.1 of
Enterprises' Form S-1)
10.2 -- Employment Agreement dated January 1, 1998, between Doane
Pet Care Company and Douglas J. Cahill (incorporated by
reference to Exhibit 10.3 to the 1997 Form 10-K)
10.3 -- Employment Agreement dated January 1, 1998, between Doane
Pet Care Company and Thomas R. Heidenthal (incorporated by
reference to Exhibit 10.4 to the 1997 Form 10-K)
10.4 -- Employment Agreement dated January 1, 1998, between Doane
Pet Care Company and Richard D. Wohlschlaeger (incorporated
by reference to Exhibit 10.4 to the Form S-4)
*10.5 -- Employment Agreement dated August 3, 1998, between Doane
Pet Care Company and F. Donald Cowan, Jr.
10.6 -- Employment Agreement dated January 1, 1998, between Doane
Pet Care Company and David L. Horton (incorporated by
reference to Exhibit 10.6 to the Form S-4)
</TABLE>
ii
<PAGE> 70
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
10.7 -- Doane Pet Care Enterprises, Inc.'s 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.7 to Doane Pet Care
Company's Annual Report on Form 10-K for the year ended
December 31, 1996)
10.8 -- First Amendment to Doane Pet Care Enterprises, Inc.'s
1996 Stock Option Plan (incorporated by reference to Exhibit
10.8 to the 1997 Form 10-K)
10.9 -- Second Amendment to Doane Pet Care Enterprises, Inc.'s,
1996 Stock Option Plan (incorporated by reference to Exhibit
10.9 to the 1997 Form 10-K)
*10.10 -- Doane Pet Care Enterprises, Inc.'s 1999 Stock Incentive Plan
10.11 -- Revolving Credit and Term Loan Agreement dated as of
November 12, 1998 among Doane Pet Care Company, Doane Pet
Care Enterprises, Inc., The Chase Manhattan Bank, as
administrative agent, DLJ Capital Funding, Inc., as
syndication agent, and Mercantile Bank National Associate,
as documentation agent, and the banks named therein
(incorporated by reference to Exhibit 10.13 of Enterprises'
Form S-1)
*21.1 -- List of Subsidiaries of Doane Pet Care Company
*27.1 -- Financial Data Schedule
</TABLE>
* Filed herewith
(b) Reports on Form 8-K
None.
iii
<PAGE> 1
EXHIBIT 9.5
FOURTH AMENDMENT TO FIRST AMENDED
AND RESTATED INVESTORS' AGREEMENT
This Fourth Amendment to the First Amended and Restated Investors'
Agreement (this "AGREEMENT") dated as of May 4, 1999, is entered into by and
among (i) Doane Pet Care Enterprises, Inc., formerly known as DPC Acquisition
Corp. (the "COMPANY"), (ii) Doane Pet Care Company formerly known as Doane
Products Company ("Doane"), (iii) Summit Capital Inc. ("SUMMIT"), (iv)
Summit/DPC Partners, L.P. ("SUMMIT/DPC"), (v) Chase Manhattan Investment
Holdings, Inc. ("CHASE"), (vi) DLJ Merchant Banking Partners, L.P., DLJ
International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking
Funding, Inc., DLJ First ESC, L.L.C., (each of the foregoing in this clause
(vi), a "DLJ ENTITY," and collectively, the "DLJ ENTITIES"), (vii) Dartford
Partnership, L.L.C. ("DARTFORD"), (viii) Bruckmann, Rosser, Sherrill & Co., L.P.
("BRS"), (ix) PNC Capital Corp ("PNC"), (x) Windy Hill Pet Food Company, L.L.C.
("WINDY HILL L.L.C."), (xi) Baseball Partners and (xii) the other Persons listed
on the signature pages hereto.
W I T N E S S E T H :
WHEREAS, certain stockholders and warrantholders of the Company are
parties to or bound by that certain First Amended and Restated Investors'
Agreement dated as of August 3, 1998, as amended to date (the "ORIGINAL
AGREEMENT"); and
WHEREAS, the undersigned, constituting the holders of more than 75% of
the shares of Common Stock of the Company (including the Warrants on an "as-if
exercised" basis) desire to amend the Original Agreement on the terms of this
Agreement and, except as amended by this Agreement, ratify the terms of the
Original Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in exchange for the mutual
covenants herein, the parties hereto agree as follows:
AGREEMENTS
1. Defined Terms. Capitalized terms used in this Agreement that are not defined
herein shall have the meanings given to them in the Original Agreement.
2. Amendments. The Original Agreement is hereby amended as follows:
(a) Section 1.1(a) is amended by adding the following defined terms:
"BYLAWS" means the bylaws of the Company, as amended or
restated from time to time.
"CLASS I DIRECTOR" means any director of the Board then
serving in one of the Board positions specified as a "Class I" position
by the Bylaws of Company.
-1-
<PAGE> 2
"CLASS II DIRECTOR" means any director of the Board then
serving in one of the Board positions specified as a "Class II"
position by the Bylaws of Company.
"CLASS III DIRECTOR" means any director of the Board then
serving in one of the Board positions specified as a "Class III"
position by the Bylaws of Company.
(b) Section 2.1(a) is hereby amended in its entirety to provide as follows:
"(a) The Board shall consist of eight members or such greater number as
is established in accordance with the Bylaws, and the Company shall
take such action as is necessary to cause the following persons to be
nominated, in accordance with the Bylaws, to stand for election to
serve as directors in the positions (i.e., as Class I Directors, Class
II Directors or Class III Directors) specified below:
(i) (A) at any time the Summit-Investors own of record 50% or
more of the number of shares of Common Stock owned thereby as
of August 3, 1998 (in each case, disregarding stock splits,
recapitalizations and similar adjustments in number of shares
and stock dividends), two individuals designated by Summit on
behalf of the Summit-Investors, and, as long as the Board is
classified, of such two individuals, one shall stand for
election as a Class III Director and the second individual
shall stand for election as a Class II Director (each such
person, a "SUMMIT-INVESTOR DESIGNEE") and (B) at any time the
Summit-Investors own of record less than 50% of the number of
shares of Common Stock owned thereby as of August 3, 1998
(disregarding stock splits, recapitalizations, and similar
adjustments in number of shares and stock dividends) and the
Summit-Investors' Percentage Ownership is 5% or more, one
individual designated by Summit on behalf of the
Summit-Investors and, so long as the Board is classified, such
individual shall stand for election as a Class III Director;
(ii) (A) at any time the Windy Hill Investors own of record
(or beneficially by reason of the record ownership of IBJ
Whitehall Bank & Trust Company (formerly IBJ Schroder Bank &
Trust Company) ("IBJ")) 50% or more of the number of shares of
Common Stock owned thereby as of August 3, 1998 (in each case,
disregarding stock splits, recapitalizations and similar
adjustments in number of shares and stock dividends), one
individual designated by Windy Hill L.L.C., which individual
shall stand for election as a Class II Director, and one
individual designated by BRS, which individual shall stand for
election as a Class I Director (such two designees
collectively referred to as the "WINDY HILL DESIGNEES" or
individually as a "WINDY HILL DESIGNEE") and (B) at any time
the Windy Hill Investors own of record (or beneficially by
reason of the record ownership of IBJ less than 50% of the
number of shares of Common Stock owned thereby as of August 3,
1998 (in each case, disregarding stock
-2-
<PAGE> 3
splits, recapitalizations and similar adjustments in number of
shares and stock dividends) and the Windy Hill Investors'
Percentage Ownership is 5% or more, the Windy Hill
Representative shall be nominated to stand for election and,
so long as the Board is classified, the Windy Hill
Representative shall stand for election to serve as a Class II
Director;
(iii) at any time the Chase Percentage Ownership is 5% or
greater, one individual shall be designated by Chase (the
"CHASE DESIGNEE") to stand for election and, so long as the
Board is classified, the Chase Designee shall stand for
election to serve as a Class III Director;
(iv) at any time the DLJMB's Percentage Ownership is 5% or
greater, one individual shall be designated by DLJMB (the
"DLJMB DESIGNEE") to stand for election and, so long as the
Board is classified, the DLJMB Designee shall stand for
election to serve as a Class III Director;
(v) the chief executive officer of the Company shall be
designated to stand for election and, so long as the Board is
classified, the chief executive officer shall stand for
election to serve as a Class II Director; and
(vi) in addition to the individuals contemplated above, one
individual designated jointly by George B. Kelly (so long as
Mr. Kelly serves as a member of the Board and the Summit
Investors' Percentage Ownership is 5% or more) and by the
DLJMB Designee (so long as DLJMB's Percentage Ownership is 5%
or more); provided, if either Mr. Kelly or the DLJMB Designee
is not entitled to designate the individual pursuant to this
clause (vi) because the conditions set forth in either of the
foregoing parentheticals have not been satisfied, the
individual shall be designated pursuant to this clause (vi) by
Mr. Kelly (if the Summit Investors' Percentage Ownership is 5%
or greater) or by DLJMB Designee (if the DLJBM's Percentage
Ownership is 5% or greater) (such individual being referred to
as the "JOINT DESIGNEE" even if such individual is designated
by either Mr. Kelly or the DLJMB Designee pursuant to the
foregoing proviso).
Director positions for which a nominee is not specified in
accordance with the preceding provisions of this Section 2.2(a) shall
be specified in accordance with the Bylaws.
At the Company's request, each Shareholder entitled to vote
for the election of directors to the Board shall vote its Securities
and execute written consents to increase the Board size and to elect
independent directors to accommodate the requirements for listing the
Securities on any national securities exchange or market system on
which the Board determines that the Securities shall be listed or
included or to include at least two individuals who are "NON-EMPLOYEE
DIRECTORS" for purposes of, and as such term is referred to in, Rule
16b-3
-3-
<PAGE> 4
of the Exchange Act. Each Shareholder entitled to vote for the election
of directors to the Board agrees that it will vote its Securities or
execute consents, as the case may be, and take all other reasonable
action (including taking reasonable steps to cause the Company to call
a special meeting of shareholders) in order to ensure that the
composition of the Board is as set forth in this Section 2.1(a). The
parties to this Agreement acknowledge and agree that, due to the
existence of stockholders entitled to vote for the election of
directors that are not parties to this Agreement, the right to
designate an individual pursuant to this Section 2.1(a) and the
obligations of the Shareholders to vote for or consent to any
individual designated in accordance with this Section 2.1(a) may not be
sufficient to ensure that such individual shall be elected to the
Board."
(c) Section 2.2 is hereby amended in its entirety to provide as follows:
"Removal and Resignation.
(a) Each Shareholder agrees that it will not vote any of its
Securities in favor of the removal of any director who shall
have been designated or nominated pursuant to Section 2.1(a)
unless (i) such removal shall be for Cause (as defined below)
or (ii) the Person(s) entitled to designate or nominate such
director shall have consented to or requested such removal in
writing (and, in the case of any such request, such
Shareholder shall vote its Securities in favor of such
removal). Removal for "Cause" shall mean removal of a director
because of such director's (A) willful and continued failure
substantially to perform his duties with the Company in his
established position, (B) willful conduct which is injurious
to the Company or any of its Subsidiaries, monetarily or
otherwise, (C) conviction for, or guilty plea to, a felony or
a crime involving moral turpitude, (D) abuse of illegal drugs
or other controlled substances or habitual intoxication or (E)
willful breach of this Agreement.
(b) (i) At any time there are two Summit-Investor Designees
serving on the Board when (A) the Summit-Investors own of
record less than 50% of the number of shares of Common Stock
owned thereby as of August 3, 1999 (disregarding stock splits,
recapitalizations and similar adjustments in the number of
shares and stock dividends) and (B) the Summit-Investors'
Percentage Ownership is 5% or greater, upon the request of a
majority of the other directors, the Summit-Investors shall
use their commercial best efforts to cause one of the two
Summit-Investor Designees to resign, and the resigning
Summit-Investor Designee shall be the individual identified by
George B. Kelly or, if Mr. Kelly fails to identify the
resigning Summit-Investor Designee, the resigning
Summit-Investor Designee shall be the Summit-Investor Designee
that is not Mr. Kelly or (ii) at any time there are any
Summit-Investor Designees serving on the Board when the
Summit-Investors' Percentage Ownership is less than 5%, upon
the request of a majority of the other directors of the Board,
-4-
<PAGE> 5
the Summit-Investors shall use their commercial best efforts
to cause each Summit-Investor Designee to resign from the
Board;
(c) (i) At any time there are two Windy Hill Designees serving
on the Board when (A) the Windy Hill Investors own of record
(or beneficially by reason of the record ownership of IBJ)
less than 50% of the number of shares of Common Stock owned
thereby as of August 3, 1999 (disregarding stock splits,
recapitalizations and similar adjustments in the number of
shares and stock dividends) and (B) the Windy Hill Investors'
Percentage Ownership is 5% or greater, upon the request of a
majority of the other directors, the Windy Hill Investors
shall use their commercial best efforts to cause one of the
two Windy Hill Investor Designees to resign, and the resigning
Windy Hill Designee shall be the individual identified by the
Windy Hill Representative or, if the Windy Hill Representative
fails to identify the resigning Windy Hill Designee, the
resigning Windy Hill Designee shall be the Windy Hill Designee
that is not the Windy Hill Representative or (ii) at any time
there are any Windy Hill Designees serving on the Board when
the Windy Hill Investors' Percentage Ownership is less than
5%, upon the request of a majority of the other directors of
the Board, the Windy Hill Investors shall use their commercial
best efforts to cause each Windy Hill Designee to resign from
the Board;
(d) at any time the Chase Designee is serving on the Board
when Chase's Percentage Ownership is less than 5%, upon the
request of a majority of the other directors of the Board,
Chase shall use its commercial best efforts to cause the Chase
Designee to resign from the Board;
(e) at any time the DLJMB Designee is serving on the Board
when DLJMB's Percentage Ownership is less than 5%, upon the
request of a majority of the other directors of the Board,
DLJMB shall use its commercial best efforts to cause the DLJMB
Designee to resign from the Board; and
(f) at any time the Joint Designee is serving on the Board
when both the Summit Investors' Percentage Ownership is less
than 5% and the DLJMB's Percentage Ownership is less than 5%,
upon the request of the majority other directors of the Board,
Summit and DLJMB shall use their respective commercial best
efforts to cause the Joint Designee to resign from the Board.
(d) Section 2.3 is hereby amended in its entirety to provide as follows:
"2.3 Vacancies . The Shareholders recognize that under the terms of the
certificate of incorporation and the bylaws that any vacancy in the
Board, whether arising through death, resignation, or removal of a
director, or through an increase
-5-
<PAGE> 6
in the number of directors of any class, shall be filled by the
majority vote of the remaining directors, although less than a quorum,
or by a sole remaining director. In the event of such vacancy, each
Shareholder entitled to vote for the election of directors to the Board
agrees that it will use commercial best efforts to cause its Board
nominee, if any and if then serving on the Board, to fill any such
vacancy in the following manner:
(a) any vacancy created by the death, disability, retirement,
resignation or removal of any individual (a "FORMER DIRECTOR")
designated under clauses (i), (ii), (iii) or (v) of Section
2.1(a) shall be filled by the applicable person or persons
that designated the Former Director so long such person or
persons remains entitled to designate an individual under the
applicable clause of Section 2.1(a); and
(b) any vacancy created by an increase in the number of
directors of any class shall be filled in accordance with the
Bylaws."
(e) Section 4.1(a) is amended by replacing the word "Person" for the words
"Third Party" in the first (and only) sentence of Section 4.1(a).
3. Terminology. The phrases "AS OF THE DATE OF THIS AGREEMENT" and "THE DATE
HEREOF," when used in the text of the Original Agreement, refer to August 3,
1998.
4. Ratification. Except as expressly set forth herein, the terms and provisions
of the Original Agreement, as amended prior to the date hereof, are hereby
ratified and confirmed.
5. Miscellaneous. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
DOANE PET CARE ENTERPRISES, INC.
By: /s/ THOMAS R. HEIDENTHAL
-------------------------------------
Thomas R. Heidenthal
Senior Vice President & CFO
DOANE PET CARE COMPANY
By: /s/ THOMAS R. HEIDENTHAL
-------------------------------------
Thomas R. Heidenthal
Senior Vice President & CFO
-6-
<PAGE> 7
SUMMIT CAPITAL INC.
By: /s/ GEORGE B. KELLY
----------------------------------
George B. Kelly
Chairman
CHASE MANHATTAN INVESTMENT
HOLDINGS, INC.
By: /s/ JEFFREY C. WALKER
----------------------------------
Name: Jeffrey C. Walker
--------------------------------
Title: CEO
-------------------------------
BASEBALL PARTNERS
By: /s/ CHRIS BEHRENS
----------------------------------
Name: Chris Behrens
--------------------------------
Title: General Partner
-------------------------------
SUMMIT/DPC PARTNERS, L.P.
BY: SUMMIT CAPITAL, INC.,
its General Partner
By: /s/ GEORGE B. KELLY
----------------------------------
George B. Kelly
Chairman
DLJ MERCHANT BANKING PARTNERS, L.P.,
a Delaware Limited Partnership
BY: DLJ MERCHANT BANKING, INC.
Managing General Partner
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
DLJ INTERNATIONAL PARTNERS, C.V.
BY: DLJ MERCHANT BANKING, INC.
Advisory General Partner
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
-7-
<PAGE> 8
DLJ OFFSHORE PARTNERS, C.V.
BY: DLJ MERCHANT BANKING, INC.
Advisory General Partner
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
DLJ FIRST ESC, L.L.C.
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
DLJ MERCHANT BANKING FUNDING, INC.
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
THE ROSENTHAL 1989 TRUST
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
By:
-------------------------------------
Dick H. Weber
By:
-------------------------------------
Terry W. Bechtel
By: /s/ BOB L. ROBINSON
-------------------------------------
Bob L. Robinson
ROBINSON MANAGEMENT L.P.
By: /s/ BOB L. ROBINSON
----------------------------------
Name: Bob L. Robinson
--------------------------------
Title: Managing Partner
-------------------------------
-8-
<PAGE> 9
BOB L. ROBINSON GRANTOR RETAINED
ANNUITY TRUST
By: /s/ BOB L. ROBINSON
----------------------------------
Name: Bob L. Robinson
--------------------------------
Title: Trustee
-------------------------------
JEANINE L. ROBINSON GRANTOR RETAINED
ANNUITY TRUST
By: /s/ JEANINE L. ROBINSON
----------------------------------
Name: Jeanine L. Robinson
--------------------------------
Title: Trustee
-------------------------------
By:
-------------------------------------
Roy E. Hess
By:
-------------------------------------
Earl R. Clements
By:
-------------------------------------
J. David Heaney
By: /s/ LAURA HAWKINS MANSUR
-------------------------------------
Laura Hawkins Mansur
By: /s/ WALID MANSUR
-------------------------------------
Walid Mansur
THE KAREEM ROBERT MANSUR TRUST
By: /s/ WALID MANSUR, TRUSTEE
-------------------------------------
Walid Mansur, Trustee
-9-
<PAGE> 10
THE SARA SELMA MANSUR TRUST
By: /s/ WALID MANSUR
-------------------------------------
Walid Mansur, Trustee
THE LEILA MARIAM MANSUR TRUST
By: /s/ WALID MANSUR
-------------------------------------
Walid Mansur, Trustee
By:
-------------------------------------
Gary L. Rosenthal
By:
-------------------------------------
Lee H. Rosenthal
By:
-------------------------------------
Ferd A. Rosenthal
-10-
<PAGE> 11
The following signatories are the "WINDY HILL INVESTORS." Each of the
Windy Hill Investors and IBJ Whitehall Bank & Trust Company ("IBJ") are parties
to an escrow and pledge agreement dated August 3, 1998 pursuant to which IBJ, as
escrow and collateral agent, is the record holder of all shares of Common Stock
beneficially owned by the Windy Hill Investors. Each of the undersigned Windy
Hill Investors, as evidenced by its signature below, hereby directs IBJ to enter
into this Agreement.
DARTFORD PARTNERSHIP, L.L.C.
By: /s/ RAY CHUNG
----------------------------------
Name: Ray Chung
--------------------------------
Title: Executive Vice President
-------------------------------
BRUCKMANN, ROSSER, SHERRILL &
CO., L.P.
By: /s/ STEPHEN SHERRILL
----------------------------------
Name: Stephen Sherrill
--------------------------------
Title: Managing Director
-------------------------------
PNC CAPITAL CORP
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
WINDY HILL PET FOOD COMPANY L.L.C.
By: /s/ RAY CHUNG
----------------------------------
Name: Ray Chung
--------------------------------
Title: Executive Vice President
-------------------------------
/s/ ROBERT V. DALE
-------------------------------------
Robert V. Dale
/s/ F. DONALD COWAN, JR.
-------------------------------------
F. Donald Cowan, Jr.
-11-
<PAGE> 12
-------------------------------------
Donald L. Gadd
-------------------------------------
Henry G. Hurd, Jr.
-------------------------------------
Ben W. McCrory
-------------------------------------
Vaughn R. Oakley
-------------------------------------
Charles Dunleavy
BCB PARTNERSHIP, BRUCE C. BRUCKMANN,
DONALD J. BRUCKMANN, PAUL D. KAMINSKI,
NAZ PARTNERSHIP, HAROLD O. ROSSER, H.
VIRGIL SHERRILL, STEPHEN C. SHERRILL,
NANCY A. ZWENG, ELIZABETH MCSHANE,
BEVERLY PLACE, BY THE FOLLOWING PERSONS:
By: /s/ STEPHEN C. SHERRILL
-------------------------------------
Stephen C. Sherrill, Attorney-in-Fact
/s/ STEPHEN C. SHERRILL
-------------------------------------
Stephen C. Sherrill, Individually
-12-
<PAGE> 13
IBJ WHITEHALL BANK & TRUST COMPANY, as
escrow and collateral agent and record
holder for the shares of Common Stock
beneficially owned by the Windy Hill
Investors set forth above.
By: /s/ BARBARA McCLUSKY
-------------------------------------
Name: Barbara McClusky
-----------------------------------
Title: Vice President
----------------------------------
-13-
<PAGE> 1
EXHIBIT 9.6
FIFTH AMENDMENT TO FIRST AMENDED
AND RESTATED INVESTORS' AGREEMENT
This Fifth Amendment to the First Amended and Restated Investors'
Agreement (this "AGREEMENT") dated as of February 24, 2000 is entered into by
and among Doane Pet Care Enterprises, Inc., formerly known as DPC Acquisition
Corp. (the "COMPANY"), Doane Pet Care Company, formerly known as Doane Products
Company ("DOANE"), and the other Persons that have executed this Agreement as
indicated on the signature pages hereto.
W I T N E S S E T H :
WHEREAS, certain stockholders and warrantholders of the Company are
parties to or bound by that certain First Amended and Restated Investors'
Agreement dated as of August 3, 1998, as amended to date (the "ORIGINAL
AGREEMENT");
WHEREAS, the undersigned, constituting the holders of more than 75% of
the shares of Common Stock of the Company (including the Warrants on an "as-if
exercised" basis) desire to amend the Original Agreement on the terms of this
Agreement and, except as amended by this Agreement, ratify the terms of the
Original Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in exchange for the mutual
covenants herein, the parties hereto agree as follows:
AGREEMENTS
1. Defined Terms. Capitalized terms used in this Agreement that are not defined
herein shall have the meanings given to them in the Original Agreement.
2. Amendments. The Original Agreement is hereby amended so that the sale by
Walid and Laura Mansur of the shares of Class A Common Stock on Exhibit A to the
Doane employees listed on Exhibit A shall not trigger any rights of first offer
under Section 4.1 or any tag-along rights under Section 4.2 of the Original
Agreement. The undersigned agree that such Doane employees will not become
parties to the Original Agreement, as amended, but instead shall enter into a
form of employee stockholder agreement similar to that entered into by other
Doane employees upon their acquisition of common stock from the Company.
3. Ratification. Except as expressly set forth herein, the terms and provisions
of the Original Agreement, as amended prior to the date hereof, are hereby
ratified and confirmed.
-1-
<PAGE> 2
4. Miscellaneous. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
DOANE PET CARE ENTERPRISES, INC.
By: /s/ THOMAS R. HEIDENTHAL
-------------------------------------
Thomas R. Heidenthal
Senior Vice President & CFO
DOANE PET CARE COMPANY
By: /s/ THOMAS R. HEIDENTHAL
-------------------------------------
Thomas R. Heidenthal
Senior Vice President & CFO
SUMMIT CAPITAL INC.
By: /s/ GEORGE B. KELLY
----------------------------------
George B. Kelly
Chairman
CHASE MANHATTAN INVESTMENT
HOLDINGS, INC.
By: /s/ JEFFREY C. WALKER
----------------------------------
Name: Jeffrey C. Walker
--------------------------------
Title: CEO
-------------------------------
BASEBALL PARTNERS
By: /s/ CHRIS BEHRENS
----------------------------------
Name: Chris Behrens
--------------------------------
Title: General Partner
-------------------------------
-2-
<PAGE> 3
SUMMIT/DPC PARTNERS, L.P.
BY: SUMMIT CAPITAL, INC.,
its General Partner
By: /s/ GEORGE B. KELLY
----------------------------------
George B. Kelly
Chairman
DLJ MERCHANT BANKING PARTNERS, L.P.,
a Delaware Limited Partnership
BY: DLJ MERCHANT BANKING, INC.
Managing General Partner
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
DLJ INTERNATIONAL PARTNERS, C.V.
BY: DLJ MERCHANT BANKING, INC.
Advisory General Partner
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
DLJ OFFSHORE PARTNERS, C.V.
BY: DLJ MERCHANT BANKING, INC.
Advisory General Partner
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
DLJ FIRST ESC, L.L.C.
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
-3-
<PAGE> 4
DLJ MERCHANT BANKING FUNDING, INC.
By: /s/ PETER GRAUER
----------------------------------
Name: Peter Grauer
--------------------------------
Title: Managing Director
-------------------------------
THE ROSENTHAL 1989 TRUST
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
By:
-------------------------------------
Dick H. Weber
By:
-------------------------------------
Terry W. Bechtel
By: /s/ BOB L. ROBINSON
-------------------------------------
Bob L. Robinson
ROBINSON MANAGEMENT L.P.
By: /s/ BOB L. ROBINSON
----------------------------------
Name: Bob L. Robinson
--------------------------------
Title: Managing Partner
-------------------------------
BOB L. ROBINSON GRANTOR RETAINED
ANNUITY TRUST
By: /s/ BOB L. ROBINSON
----------------------------------
Name: Bob L. Robinson
--------------------------------
Title: Trustee
-------------------------------
JEANINE L. ROBINSON GRANTOR RETAINED
ANNUITY TRUST
By: /s/ BOB L. ROBINSON
----------------------------------
Name: Bob L. Robinson
--------------------------------
Title: Trustee
-------------------------------
By:
-------------------------------------
Jeanine L. Robinson
-4-
<PAGE> 5
By:
-------------------------------------
Roy E. Hess
By:
-------------------------------------
Earl R. Clements
By:
-------------------------------------
J. David Heaney
By:
-------------------------------------
Laura Hawkins Mansur
By: /s/ WALID MANSUR
-------------------------------------
Walid Mansur
THE KAREEM ROBERT MANSUR TRUST
By: /s/ WALID MANSUR
-------------------------------------
Walid Mansur, Trustee
THE SARA SELMA MANSUR TRUST
By: /s/ WALID MANSUR
-------------------------------------
Walid Mansur, Trustee
THE LEILA MARIAM MANSUR TRUST
By: /s/ WALID MANSUR
-------------------------------------
Walid Mansur, Trustee
By:
-------------------------------------
Gary L. Rosenthal
By:
-------------------------------------
Lee H. Rosenthal
By:
-------------------------------------
Ferd A. Rosenthal
-5-
<PAGE> 6
The following signatories are the "WINDY HILL INVESTORS." Each of the
Windy Hill Investors and IBJ Whitehall Bank & Trust Company ("IBJ") are parties
to an escrow and pledge agreement dated August 3, 1998 pursuant to which IBJ, as
escrow and collateral agent, is the record holder of all shares of Common Stock
beneficially owned by the Windy Hill Investors. Each of the undersigned Windy
Hill Investors, as evidenced by its signature below, hereby directs IBJ to enter
into this Agreement.
DARTFORD PARTNERSHIP, L.L.C.
By: /s/ RAY CHUNG
----------------------------------
Name: Ray Chung
--------------------------------
Title: Partner
-------------------------------
BRUCKMANN, ROSSER, SHERRILL & CO., L.P.
By: /s/ STEPHEN SHERRILL
---------------------------------
Name: Stephen Sherrill
--------------------------------
Title: Managing Director
-------------------------------
PNC CAPITAL CORP
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
WINDY HILL PET FOOD COMPANY L.L.C.
By: /s/ RAY CHUNG
----------------------------------
Name: Ray Chung
--------------------------------
Title: Vice President
-------------------------------
-------------------------------------
Robert V. Dale
-------------------------------------
F. Donald Cowan, Jr.
-------------------------------------
Donald L. Gadd
-6-
<PAGE> 7
-------------------------------------
Henry G. Hurd, Jr.
-------------------------------------
Ben W. McCrory
-------------------------------------
Vaughn R. Oakley
-------------------------------------
Charles Dunleavy
BCB PARTNERSHIP, BRUCE C. BRUCKMANN,
DONALD J. BRUCKMANN, PAUL D. KAMINSKI,
NAZ PARTNERSHIP, HAROLD O. ROSSER, H.
VIRGIL SHERRILL, STEPHEN C. SHERRILL,
NANCY A. ZWENG, ELIZABETH MCSHANE,
BEVERLY PLACE, BY THE FOLLOWING PERSONS:
By: /s/ STEPHEN C. SHERRILL
-------------------------------------
Stephen C. Sherrill, Attorney-in-Fact
/s/ STEPHEN C. SHERRILL
-------------------------------------
Stephen C. Sherrill, Individually
The undersigned joins in this Agreement only if required under the terms of the
escrow and pledge agreement among the undersigned financial institution and the
Windy Hill Investors, as amended from time to time.
BANK OF NEW YORK (formerly IBJ Whitehall
Bank & Trust Company), as escrow and
collateral agent and record holder for
the shares of Common Stock beneficially
owned by the Windy Hill Investors set
forth above.
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
-7-
<PAGE> 8
The undersigned, being the duly elected Secretary of Doane and the Company,
hereby executes this Agreement to evidence the fact that this Agreement has been
approved by the respective Boards of Directors of Doane and the Company at
meetings duly convened on February 24, 2000.
/s/ THOMAS R. HEIDENTHAL
-------------------------------------
Thomas R. Heidenthal, Secretary
-8-
<PAGE> 9
EXHIBIT A
TO
FIFTH AMENDMENT TO FIRST AMENDED
AND RESTATED INVESTORS' AGREEMENT
<TABLE>
<CAPTION>
EXECUTIVE OFFICER NUMBER OF SHARES
----------------- ----------------
<S> <C>
Rick Hannasch 1000
Dave Horton 10,000
Debbie Shecterle 5,000
Scott Viebranz 10,000
Phil Woodlief 5,000
</TABLE>
<PAGE> 1
EXHIBIT 10.5
STRICTLY CONFIDENTIAL
EMPLOYMENT AGREEMENT
BETWEEN
DOANE PRODUCTS COMPANY
AND
F. DONALD COWAN, JR.
THIS EMPLOYMENT AGREEMENT dated as of August 3, 1998 is made between Doane
Products Company (the "Company"), a Delaware corporation, and F. Donald Cowan,
Jr. (the "Executive"). This Agreement is made with reference to the following
facts and objectives:
R E C I T A L S
A. The Executive shall be the Senior Vice President, Operations of the
Company.
B. The Executive acknowledges that the services to be performed by him
under this Agreement are of a special and unique character; the business of the
Company is currently international in scope and the Company has plans to
continue to expand its business throughout the world; and the Company competes
with other persons that are or could be located in any part of the world; and
in order to assure the Company that the Company will retain its value and the
Company's business as a going concern, it is necessary that the Executive
undertake not to utilize his special knowledge of the Company, its business and
its relationships with customers and suppliers to compete with the Company if
the Executive were to leave the Company.
C. The Executive further acknowledges that, during his employment by
the Company, he will occupy a position of trust and confidence with the Company
and, during such employment, the Company will compensate him, among other
purposes, to develop and preserve customer relationships and other goodwill
exclusively for the Company's benefit and that, as a result, he will develop
customer relationships and goodwill that are valuable and important to the
Company, and will become familiar with the Company's trade secrets, including,
without limitation, its profit margins, customer preferences and requirements,
and with other proprietary and confidential information concerning the Company
and its business.
D. The Executive further acknowledges that, throughout his employment
under this Agreement, he is expected to continue to occupy a position of trust
and confidence with the Company. In return, the Company will compensate him,
among other purposes, to develop and preserve customer relationships and
goodwill exclusively for the Company's benefit, which will be valuable and
important to the Company.
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<PAGE> 2
Further, he will likely be familiar with the Company's trade secrets,
including, without limitation, its profit margins, customer preferences and
requirements, and with other confidential and proprietary information
concerning the Company and its business.
E. The Executive further acknowledges that the use by him for his own
benefit or that of others of such goodwill, trade secrets or proprietary and
confidential information or the solicitation of and/or doing business with any
of the Company's customers and potential customers would have a material
adverse effect on the Company and its business, and would place the Company at
a substantial competitive disadvantage.
F. The Executive further acknowledges that the agreements and
covenants contained in this Agreement, and, in particular, sections 6
(Non-Competition Covenants) and 7 (Confidentiality and Proprietary
Information), are essential to protect the Company and the goodwill of the
Company's business, are a condition precedent to the Company's willingness to
enter this Agreement and to pay the consideration set forth in this Agreement,
and are necessary and reasonable in light of the particular business of the
Company, his knowledge thereof and the services he will perform under this
Agreement.
THE PARTIES ACCORDINGLY AGREE AS FOLLOWS:
AGREEMENT
1. EMPLOYMENT The Company hereby agrees to employ the Executive,
and the Executive hereby accepts employment by the Company, on the terms and
conditions of this Agreement.
2. EMPLOYMENT TERM
(a) Subject to section 9 (Termination of Employment), the term of the
Executive's employment under this Agreement begins on the date of this
Agreement and ends on the third anniversary of that date; provided, however,
that, commencing on the third anniversary of the date of this Agreement and
each subsequent anniversary, the term shall be extended for an additional one
year period unless either the Executive or the Company gives the other party
written notice at least thirty (30) days before such anniversary that this
Agreement shall terminate on the then scheduled expiration date (the
"non-extension notice"). If such non-extension notice is given, this Agreement
shall automatically terminate on such expiration date.
(b) The actual term of the Executive's employment under this,
including any extension, continuation or earlier termination of the original
term, is referred to in this Agreement as the "employment term."
3. RESPONSIBILITIES During the employment term, the Executive shall
serve as Senior Vice President, Operations or in any other position or capacity
to which he may from time to time be elected or appointed, and shall perform
such services for the Company as are reasonably required by the Company, and as
may be required by
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<PAGE> 3
virtue of the offices and positions held by the Executive. The Executive agrees
that, as a part of his duties under this Agreement, he may be required from
time to time to perform services for affiliates of the Company. The Executive
will not be required to relocate his residence outside the continental United
States, but will be available for such travel as his responsibilities under
this Agreement may reasonably require. The Executive shall devote his full time
and best efforts to the performance of all responsibilities to the Company and
its affiliates and to further their respective businesses and interests.
4. COMPENSATION
(a) The Company agrees to pay the Executive throughout the employment
term an initial base salary at the rate of $215,000.00 per annum (as adjusted
pursuant to the provision of this paragraph 4(a)) (the "base salary") payable
in equal installments in accordance with Company payroll practices from time to
time in effect. Executive's base salary will be reviewed and may be adjusted
annually by the president of the Company or by the board of directors of the
Company (or the compensation committee thereof) (the "board"), after taking
into consideration the recommendations of the president of the Company,
provided that Executive's base salary may not be decreased below his initial
base salary.
(b) Subject to Section 9 (Termination of Employment), the Company
agrees to pay the Executive throughout the employment term an annual bonus
(the "annual bonus") calculated pursuant to Exhibit A attached hereto. The
amount of the annual bonus payable to the Executive for 1998 shall be
calculated as if the Executive were employed by the Company for the entire
year, and, except as set forth in Section 9 (Termination of Employment), the
amount of bonus payable to the Executive for other partial years of employment
shall be prorated for the portion of a year the Executive is employed by
multiplying the annual bonus determined pursuant to Exhibit A by a fraction
with a numerator equal to the number of days of the fiscal year during which
the Executive was employed, and with a denominator of 365.
5. OTHER EXECUTIVE BENEFITS
(a) The Executive shall, during the employment term, be eligible to
participate in such 401(k), profit sharing, bonus, life insurance,
hospitalization and major medical and other employee benefit plans of the
Company in effect from time to time, to the extent that he is eligible under
and complies with the terms of those plans, but the allocation of benefits
under any plan that provides that allocations thereunder shall be in the
discretion of the board shall be as determined from time to time solely by the
board in its discretion.
(b) The Executive shall also participate in the Company's
paid vacation plan but in no event shall Executive's annual entitlement be less
than 4 weeks. Vacation not used by the end of a year shall be forfeited and
shall not be eligible to be carried over to another year or eligible for
reimbursement except as otherwise provided by Company policies.
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<PAGE> 4
6. NON-COMPETITION COVENANTS Throughout the employment term and
commencing with the date of this Agreement and ending on the later of the end
of the period that Executive receives severance pay from the Company pursuant
to Section 9 or the second anniversary of the date on which the Executive
ceases to be employed by the Company for any reason whatsoever, (the
"Non-Compete Period"), the Executive promises and agrees that he will not: (a)
directly or indirectly assist in, engage in, have any financial interest in, or
participate in any way in, as an owner, partner, employee, agent, board member,
or shareholder, any business that involves, in whole or in part, the design,
manufacture, distribution or sale of dry pet foods (or any other business in
which the Company may engage or begin preparation to engage during the
employment term) or make preparation with any person to do any of the
foregoing; provided, however, that the Executive may own, solely as an
investment, up to 1.0% of any class of securities of any person if such
securities are listed on any national or regional securities exchange; (b) call
upon or have any contact with any person or any successor in interest to any
person who was at any time during the Executive's last three years of
employment with the Company, a customer of the Company, or call upon or have
any contact with any person or any successor in interest to any person who is a
prospective customer of the Company, and with whom the Executive dealt, or on
whose account the Executive worked, at any time during the Executive's last
three years of employment with the Company, for the purpose of (i) diverting
any business of such person from the Company, or (ii) selling or offering to
sell to any such customer any product or service that is of the same general
type or that performs similar functions as any product or service which has
been sold, provided or offered for sale by the Company at any time during the
Executive's last three years of employment with the Company, (c) solicit any
employee of the Company to terminate his or her employment with the Company or
employ any such individual during his or her employment with the Company and
for a period of twelve months after such individual terminates his or her
employment with the Company, or (d) without the prior written consent of the
Company's board of directors, acquire or discuss the acquisition of any
ownership interest in or warrant or right to acquire any such interest, or
acquire any employment or other pecuniary benefit from any person that, at the
time, is a prospective candidate for or was a party to a control transaction.
The term "control transaction" means any transaction or series of transactions
whereby the Company or a controlling interest in the Company is acquired by
another Person (whether by purchase, merger, consolidation or sale of all or
substantially all of the Company's consolidated assets). The Executive
acknowledges and agrees that the consideration and benefits to be provided to
the Executive under this Agreement have been bargained and negotiated in
exchange for, and in consideration of, Executive's agreement to abide by the
terms and provisions of this section 6 and section 7 (Confidentiality and
Proprietary Information). The Executive acknowledges and agrees that all of the
Executive's duties and obligations under this section 6 shall survive the
expiration or termination of the Executive's employment with the Company,
regardless of the causes therefor.
7. CONFIDENTIALITY AND PROPRIETARY INFORMATION In addition to any
common-law restriction upon the Executive's use, disclosure or exploitation of
confidential, proprietary or secret information of the Company, the Executive
covenants
4
<PAGE> 5
and agrees that, without prior written consent of the Company, he will not at
any time during or after the employment term use for himself or disclose to or
use for any other person, directly or indirectly, any secret, confidential or
proprietary information of the Company, including, without limitation, the
Company's processes, formulas, techniques, customer identities, preferences,
requirements, reports and other sensitive customer information, servicing
methods, profit margins, analyses, employee, vendor and supplier information,
business or marketing plans or strategies, financial data and presentation or
sales materials, technologies, computer programs, software, designs and
inventions (collectively, the "confidential information"); provided, however,
that the term confidential information does not include or refer to any
information that is in the public domain (other than by a breach of this
Agreement). The Executive acknowledges that the confidential information is
vital, sensitive, confidential and proprietary to the Company. The Executive
covenants and agrees that all files, reports, lists, materials, records,
documents, notes, memoranda, specifications, product or other formulas,
equipment and other items, and any originals, copies, recordings, abstracts or
notes thereof, relating to the confidential information or the Company business
that the Executive is or was either provided, prepares or prepared himself,
uses or used or simply acquires or acquired during this employment with the
Company (either before or during the employment term), are and shall remain the
sole and exclusive property of the Company and shall be immediately returned to
the Company at any time upon demand and, in all events, immediately at the end
of the employment term. The Executive acknowledges and agrees that all of the
Executive's duties and obligations under this section 7 shall survive the
expiration or termination of the Executive's employment with the Company,
regardless of the cause therefor.
8. REMEDIES FOR BREACH In the event of a breach or threatened breach
of any of the Executive's duties and obligations under sections 6
(Non-Competition Covenants) or 7 (Confidentiality and Proprietary Information),
the Company shall be entitled, in addition to any other legal or equitable
remedies the Company may have in that connection (including any right to
damages that the Company may suffer), to a temporary, preliminary, and/or
permanent injunction restraining such breach or threatened breach. The
Executive hereby expressly acknowledges that the harm that might result to the
Company's goodwill or its relationships with customers, or as a result of the
disclosure or use of the confidential information, is largely irreparable. The
Executive specifically agrees that, in the event there is a question as to the
enforceability of sections 6 (Non-Competition Covenants) or 7 (Confidentiality
and Proprietary Information), the Executive will not engage in any conduct
inconsistent with or contrary to either of such sections until after the
question has been resolved by a non-appealable final judgement.
9. TERMINATION OF EMPLOYMENT
(a) The employment term and the Executive's employment by the Company
shall terminate: (i) upon the death of the Executive; (ii) upon the disability
of the Executive (as defined in section 9(b)(2)) upon thirty (30) days prior
written notice given by the Company to the Executive; (iii) for cause (as
defined in section 9(b)(1)),
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<PAGE> 6
immediately upon the giving of written notice thereof by the Company to the
Executive or at such later time as the notice may specify; (iv) without cause,
upon not less than thirty (30) days prior written notice given by the Company
to the Executive, or (v) voluntarily by the Executive upon not less than thirty
(30) days prior written notice given to the Company by the Executive.
(b) In this section 9:
(1) "Cause" means; (a) the Executive has been
indicted for or convicted of a felony; (b) the
commission of any act by Executive constituting
financial dishonesty against the Company (including
fraud or embezzlement); (c) gross dereliction of
duty to the Company (other than by reason of death
or disability) after Executive has been advised by
the board of directors or the Company's president of
any such dereliction of duty (whether of the same or
similar nature) and has been given an opportunity to
correct his performance; (d) commission of an act
involving moral turpitude which (i) brings the
Company into public disrepute or disgrace, or (ii)
causes material injury to the customer relations,
operations or the business prospects of the Company;
(e) the repeated refusal or failure by Executive to
follow the lawful directives of the board of
directors or the president of the Company; or (f)
the material breach by Executive of the provisions
of this Agreement.
(2) "Disability" refers to any circumstances in
which the Executive, by reason of illness,
incapacity or other disability, has failed to
perform his duties or fulfill his obligations under
this Agreement for a cumulative total of 180 days in
any 12-month period.
(c) Upon the termination of the Executive's employment under
the Agreement, the employment term shall end and all rights of the Executive
under this Agreement shall terminate, except that the Executive shall
nonetheless be entitled to receive the following:
(1) If the termination occurs by reason of the death
or disability of the Executive, the Executive shall
be entitled to receive the base salary accrued
through the date of termination and annual bonus
prorated through the date of termination.
(2) If the termination is made by the Company
without cause, or as a result of the Company
delivering a non-extension notice (but not as a
result of the Executive delivering a non-extension
notice to the Company), the Executive shall be
entitled to receive severance pay equivalent to his
base salary and annual bonus, if
6
<PAGE> 7
and as each would have been payable if the Executive
had not been so terminated, for the period commencing
on the first day after the date of termination and
terminating on the second anniversary of the date on
which Executive ceases to be employed by the Company.
With respect to the annual bonus, for the year in
which the termination of employment occurred, the
Executive shall receive the annual bonus the
Executive would have been entitled to receive if the
Executive had remained employed for the entire year,
and for the last calendar year in which the
Executive is receiving severance payments, the
Executive shall receive a pro rata portion of the
annual bonus the Executive would have been entitled
to receive if the Executive had remained employed
for the entire year with such pro rata portion being
equal to a fraction with a numerator equal to the
number of days of the fiscal year during which the
Executive receives severance pay and with a
denominator of 365.
(3) If the termination is made by the Company for
cause, or voluntarily by Executive, the Executive
shall be entitled to receive his base salary through
the date of termination. If any termination for
cause made by the Company is ever ultimately
determined by a court, agency or other tribunal to
have been without cause, then the Company's sole
liability under the Agreement or otherwise at law or
in equity shall be to pay the Executive those
amounts that would have otherwise been paid to the
Executive under section 9(c)(2) (Termination of
Employment, without cause) and the reasonable
attorney's fees and costs incurred by the Executive
in successfully obtaining this determination from
the court, agency or other tribunal.
(4) To the extent permitted by law or group
insurance plans maintained for the Company's
employees, Executive will be entitled to continue
coverage under any health, disability and life
insurance program during the period Executive is
receiving severance payments in accordance with
paragraphs 9(c)(1), (2) or (3), at no cost to the
Executive. The Executive's rights will continue
under benefit programs that, by their own terms or
by law, extend beyond the date of termination or
continued coverage provided for in the preceding
sentence, including, without limitation, health care
under COBRA, 401(k), stock purchase or stock option
agreements, and non-qualified salary continuation
agreements.
10. NOTICE Any notice required or permitted to be given under this
agreement must be in writing and is effectively given:
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<PAGE> 8
(1) To the Company, when signed by the Executive and delivered in
person to the chairman of the board, president, or secretary
(excluding the Executive) of the Company, or, one day after the
date sent by national commercial courier for next day delivery,
or two days after the date mailed, by certified or registered
mail, postage prepaid, in either case to the address set forth
below, or at such other address as the Company may designate for
this purpose in a notice given to the Executive.
Attn: President and Chief Executive Officer
Doane Products Company
103 Powell Court, Suite 200
Brentwood, TN 37027
(2) To the Executive, when signed by an officer of the Company
(excluding the Executive) and delivered to the Executive in
person, or, one day after the date sent by national commercial
courier for next day delivery, or two days after the date mailed,
by certified or registered mail, postage prepaid, in either case
to the address set forth under the Executive's signature at the
end of this Agreement or at such other address as the Executive
may designate for this purpose in a notice given to the Company.
11. INVALIDITY OF PROVISIONS If any provision of this Agreement is
adjudicated to be invalid or unenforceable under applicable law, the validity
or enforceability of the remaining provisions shall be unaffected. To the
extent that any provision of this agreement is adjudicated to be invalid or
unenforceable because it is over broad, that provision shall not be void but
rather shall be limited only to the extent required by applicable law and
enforced as so limited.
12. ENTIRE AGREEMENT; WRITTEN MODIFICATIONS This Agreement contains
the entire agreement between the parties and supersedes all prior or
contemporaneous representations, promises, understandings and agreements
between the Executive and the Company. This Agreement may not be changed except
by written agreement of the parties and specifically rescinds and replaces any
written or oral employment agreement between the Company and the Executive and
any written or oral employment agreement between the Executive and the
Company's affiliate, Windy Hill Pet Food Company, Inc.
13. GOVERNING LAW In light of the Company's contacts with the state of
Tennessee and its significant interest in insuring that disputes as to the
validity and enforceability of section 6 (Non-Competition Covenants) and 7
(Confidentiality and Proprietary Information) of this Agreement are resolved on
a uniform basis, the Executive and the Company agree that any litigation
involving noncompliance with or alleged breach of sections 6 (Non-Competition
Covenants) or 7 (Confidentiality and Proprietary Information) must be filed and
conducted in Tennessee and the Executive and
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<PAGE> 9
the Company consent to the personal jurisdiction of the federal and state
courts sitting in Tennessee for purposes of any such litigation. This Agreement
shall be governed by the internal laws of the State of Tennessee without regard
to Tennessee conflict of laws principles.
14. CERTAIN DEFINED TERMS In this agreement:
(1) "Affiliate" of the Company means any person
controlling, controlled by or under common control
with the Company.
(2) "Annual bonus" is defined in section 4(b).
(3) "Base salary" is defined in section 4(a).
(4) "Board" is defined in section 4(a).
(5) "Company" as used in sections 6 (Non-Competition
Covenants) and 7 (Confidentiality and Proprietary
Information), includes each affiliate of the Company
for which the Executive performs services at any
time during his employment if the affiliate is
engaged in any business that involves, in whole or
in part, the design, manufacture, distribution or
sale of dry pet foods (or any other business in
which the Company may engage or begin preparation to
engage during the employment term).
(6) "Control transaction" is defined in section 6(d).
(7) "Employment term" is defined in section 2(b).
(8) "Non-extension notice" is defined in section 2(a).
(9) "Person" includes any individual, trust, estate,
business trust, partnership, corporation, unincorporated
association, governmental entity, limited liability
company and any other juridical person.
15. COMPANY'S AND EXECUTIVE'S RIGHT TO RECOVER COSTS The Company and
the Executive undertake and agree that, if either party breaches or threatens
to breach any provision of this Agreement, the breaching party shall be liable
for reasonable attorneys' fees and costs incurred by the other party in
enforcing its rights under this Agreement.
16. RULE OF CONSTRUCTION The rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be employed
in interpreting this Agreement.
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<PAGE> 10
17. TOLLING In view of the parties' recognition and agreement that the
Company is entitled after the expiration or termination of the employment term
to certain limited protection from competition by the Executive, the Executive
and the Company agree that the running of the period set forth in section 6
(Non-Competition Covenants) shall be tolled during any period of time in which
the Executive violates that section.
18. SUCCESSORS AND ASSIGNS The Company may assign this Agreement or
any right or interest under this Agreement to any person that hereafter becomes
an affiliate of the Company or to any person to which the Company sells all or
any substantial part of its assets and, in such event, the Company shall,
automatically upon the assignee's assumption of the Company's obligations
hereunder, be released from any such obligations. This Agreement shall inure to
the benefit of the Company, and its successors and assigns.
19. NONWAIVER OF RIGHTS The Company's or the Executive's failure to
enforce at any time any of the provisions of this Agreement or to require at
any time performance by the other party of any of the provisions hereof shall
in no way be construed to be a waiver of such provisions or to affect either
the validity of this Agreement, or any part hereof, or the right of the Company
or the Executive thereafter to enforce each and every provision in accordance
with the terms of this Agreement.
- The remainder of this page is intentionally left blank -
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<PAGE> 11
PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY
CERTIFYING THAT THE EXECUTIVE (A) RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW
AND STUDY BEFORE EXECUTING IT; (B) READ THIS AGREEMENT CAREFULLY BEFORE SIGNING
IT; (C) HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THIS AGREEMENT TO ASK ANY
QUESTIONS THE EXECUTIVE HAD ABOUT THIS AGREEMENT AND RECEIVED SATISFACTORY
ANSWERS TO ALL SUCH QUESTIONS; (D) UNDERSTANDS THE EXECUTIVE'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT; AND (E) EXECUTED AND DELIVERED THIS AGREEMENT
AT THE OFFICES OF THE COMPANY IN BRENTWOOD, TENNESSEE.
EXECUTED AND EFFECTIVE as of the date first written above.
WITNESS: DOANE PRODUCTS COMPANY
/s/ JOYCE LOWERY By: /s/ DOUGLAS J. CAHILL
- - ------------------------------ -----------------------------
Douglas J. Cahill
President & CEO
WITNESS: EXECUTIVE:
/s/ JANETTE LAUZON By: /s/ DONALD COWAN, JR.
- - ------------------------------ -----------------------------
F. Donald Cowan, Jr.
4590 Columbia Pl.
-----------------------------
Street Address
Thompson Station, TN 37179
-----------------------------
City, State, Zip Code
11
<PAGE> 12
EXHIBIT A
TO EMPLOYMENT AGREEMENT WITH
F. DONALD COWAN, JR.
DOANE PRODUCTS COMPANY
ANNUAL BONUS PROGRAM
1. For each fiscal year of the Company during the employment term, the
board, after taking into consideration the recommendations of the president of
the Company, will establish objectives comprised of both corporate and
individual goals (each goal will be referred to herein as a "Target"), as well
as the percentage weighting (the "weight") that will apply to each Target,
wherein the sum of the weights shall equal 100%.
2. For the Company's 1998 fiscal year, the board will set an EBITDA
Target for the Company and its subsidiaries which will be weighted at 100% for
the calculation of the bonus payable under this program for the 1998 fiscal
year. The term "EBITDA" will have the same meaning as set forth in the DPC
Acquisition Corp. Option Agreements granted under the DPC Acquisition Corp.
1996 Stock Option Plan.
3. For purposes of computing the Executive's annual bonus, the bonus
will be equal to 70% of his base salary in effect at the end of the fiscal year
(the "base bonus") and the annual bonus will be computed by summing the
percentages earned for each Target, as determined by computing the sum of
paragraphs in 3(a) through 3(d) below for each Target that has been assigned a
weight, and then multiplying that sum times the base bonus.
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<PAGE> 13
(a) Where the actual performance exceeds 85% of the
Target for such fiscal year, Executive will receive 55% of
the weight assigned for the Target.
(b) For each of the first full 15 percentage points
by which actual performance exceeds 85% of the Target,
Executive will receive 3% of the weight assigned for the
Target. The maximum which Executive may receive under this
paragraph 3(b) cannot exceed 45% of the weight assigned for
the Target.
(c) For each of the first full 15 percentage points
by which the actual performance exceeds 100% of the Target,
Executive will receive 6% of the weight assigned for the
Target. The maximum which Executive may receive under this
paragraph 3(c) cannot exceed 90% of the weight assigned for
the Target.
(d) For each full percentage point by which the
actual performance exceeds 115% of the Target, Executive will
receive 9% of the weight assigned for the target.
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<PAGE> 14
For illustrative purposes, assume the Executive's base bonus is
$30,000 and his weighting is as follows:
Target Weight Description of Target
------ ------ ---------------------
1 50% Corporate EBITDA
2 35% Territory Margin Contribution
3 15% Expense Control
Bonus Calculation:
-----------------
Assumed % Earned Weighted
Target Performance for Target Weight % Earned
------ ----------- ---------- ------ --------
1 95% 85% x 50% = 42.5%
2 120% 235% x 35% = 82.3%
3 80% 0 x 15% = 0
--------
% of base bonus earned 124.8%
Base bonus $30,000
Bonus earned $37,440
4. In the event that, after the setting of the Targets, the Company or
any of its subsidiaries acquires additional assets, entities or
subsidiaries that produce the same or similar products, which
acquisition, either singly or together with one or more other
acquisitions, the board determines in good faith may significantly
affect the Targets for the fiscal year, the board may, in good faith,
either (a) adjust such Targets to reflect the projected effect of such
acquisition or acquisitions on any Targets or (b) exclude the effects
of such acquisition or acquisitions on the Targets for purposes of
determining Executive's annual bonus by calculating the Targets for
such fiscal year on a pro forma basis as though such acquisition or
acquisitions had not been consummated. Similarly, in the event that,
after setting the Targets, the Company is acquired by another Person
(whether by purchase, merger, consolidation or sale of all or
substantially all of the Company's
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consolidated assets) and the board determines in good faith that such
acquisition may significantly affect the Targets for the fiscal year,
the board may, in good faith, either (x) adjust such Targets to
reflect the projected effect of such acquisition on any Target or (y)
exclude the effects of such acquisition on the Targets for purposes of
determining Executive's annual bonus by calculating the Targets for
such fiscal year on a pro forma basis as though such acquisition had
not been consummated.
5. The annual bonus payable for any fiscal year will be paid
within 30 days after the delivery of the Company's audited financial
statements for such fiscal year. In the event of any dispute between
the Company and Executive as to the amount of the bonus for any fiscal
year, such dispute will be resolved by the Company's auditors or any
one of Price Waterhouse, Arthur Andersen, or Ernst & Young, or their
successors, as selected by the board, by having such accounting firm
calculate the amount of the bonus for such fiscal year utilizing the
Company's audited financial statements for such fiscal year. The
decision of such accounting firm will be final and binding on the
Company and Executive.
6. Except as otherwise provided herein, capitalized terms
used herein which are not defined herein have the meanings given to
such terms under the Employment Agreement to which this Annual Bonus
Program is attached.
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<PAGE> 1
EXHIBIT 10.10
DOANE PET CARE ENTERPRISES, INC.
1999 STOCK INCENTIVE PLAN
I. PURPOSE
The purpose of the DOANE PET CARE ENTERPRISES, INC. 1999 STOCK
INCENTIVE PLAN is to provide a means through which DOANE PET CARE ENTERPRISES,
INC., a Delaware corporation, and its subsidiaries may attract able persons to
serve as directors, consultants, or advisors or to enter the employ of the
Company or its subsidiaries and to provide a means whereby those individuals
upon whom the responsibilities of the successful administration and management
of the Company and its subsidiaries rest, and whose present and potential
contributions to the welfare of the Company and its subsidiaries are of
importance, can acquire and maintain stock ownership, thereby strengthening
their concern for the welfare of the Company and its subsidiaries. A further
purpose of the Plan is to provide such individuals with additional incentive
and reward opportunities designed to enhance the profitable growth of the
Company and its subsidiaries. Accordingly, the Plan provides for granting
Incentive Stock Options, options that do not constitute Incentive Stock
Options, Restricted Stock Awards, or any combination of the foregoing, as is
best suited to the circumstances of the particular employee, consultant,
advisor, or director as provided herein.
II. DEFINITIONS
The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:
(a) "AWARD" means, individually or collectively, any Option or
Restricted Stock Award.
(b) "BOARD" means the Board of Directors of the Company.
(c) "CODE" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations under
such section.
(d) "COMMITTEE" means the Board or a committee of the Board that
is selected by the Board as provided in Paragraph IV(a).
(e) "COMMON STOCK" means the Class A common stock, par value $.0001
per share, of the Company, or any security into which such Common Stock may be
changed by reason of any transaction or event of the type described in
Paragraph IX.
(f) "COMPANY" means Doane Pet Care Enterprises, Inc., a Delaware
corporation.
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(g) "CONSULTANT" means any person who is not an employee and who is
providing advisory or consulting services to the Company or any parent or
subsidiary corporation (as defined in section 424 of the Code).
(h) "DIRECTOR" means an individual elected to the Board by the
stockholders of the Company or by the Board under applicable corporate law who
is serving on the Board on the date the Plan is adopted by the Board or is
elected to the Board after such date.
(i) An "EMPLOYEE" means any person (including a Director) in an
employment relationship with the Company or any parent or subsidiary
corporation (as defined in section 424 of the Code).
(j) "FAIR MARKET VALUE" means, as of any specified date, the mean of
the high and low sales prices of the Common Stock (i) reported by the National
Market System of NASDAQ on that date or (ii) if the Common Stock is listed on a
national stock exchange, reported on the stock exchange composite tape on that
date; or, in either case, if no prices are reported on that date, on the last
preceding date on which such prices of the Common Stock are so reported. If the
Common Stock is traded over the counter at the time a determination of its fair
market value is required to be made hereunder, its fair market value shall be
deemed to be equal to the average between the reported high and low or closing
bid and asked prices of Common Stock on the most recent date on which Common
Stock was publicly traded. In the event Common Stock is not publicly traded at
the time a determination of its value is required to be made hereunder, the
determination of its fair market value shall be made by the Committee in such
manner as it deems appropriate. Notwithstanding the foregoing, the Fair Market
Value of a share of Common Stock on the date of an initial public offering of
Common Stock shall be the offering price under such initial public offering.
(k) "HOLDER" means an employee, Consultant, or Director who has been
granted an Award.
(l) "INCENTIVE STOCK OPTION" means an incentive stock option within
the meaning of section 422 of the Code.
(m) "1934 ACT" means the Securities Exchange Act of 1934, as amended.
(n) "OPTION" means an award granted under Paragraph VII of the Plan
and includes both Incentive Stock Options to purchase Common Stock and Options
that do not constitute Incentive Stock Options to purchase Common Stock.
(o) "OPTION AGREEMENT means a written agreement between the Company
and a Holder with respect to an Option.
(p) "PLAN" means the Doane Pet Care Enterprises, Inc. 1999 Stock
Incentive Plan, as amended from time to time.
(q) "RESTRICTED STOCK AGREEMENT" means a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.
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(r) "RESTRICTED STOCK AWARD" means an award granted under Paragraph
VIII of the Plan.
(s) "RULE 16B-3" means SEC Rule 16b-3 promulgated under the 1934 Act,
as such may be amended from time to time, and any successor rule, regulation or
statute fulfilling the same or a similar function.
(t) "STOCK APPRECIATION RIGHT" shall have the meaning assigned to such
term in Paragraph VII(d) of the Plan.
III. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall become effective upon the date of its adoption by the
Board, provided the Plan is approved by the stockholders of the Company within
twelve months thereafter. Notwithstanding any provision in the Plan, in any
Option Agreement or in any Restricted Stock Agreement, no Option shall be
exercisable and no Restricted Stock Award shall vest prior to such stockholder
approval. No further Awards may be granted under the Plan after ten years from
the date the Plan is adopted by the Board. The Plan shall remain in effect
until all Options granted under the Plan have been exercised or expired, and
all Restricted Stock Awards granted under the Plan have vested or been
forfeited.
IV. ADMINISTRATION
(a) COMPOSITION OF COMMITTEE. The Plan shall be administered by the
Board or a committee of, and appointed by, the Board, comprised solely of two
or more outside Directors (within the meaning of the term "outside directors"
as used in section 162(m) of the Code and applicable interpretive authority
thereunder and within the meaning of "Non-Employee Director" as defined in Rule
16b-3).
(b) POWERS. Subject to the express provisions of the Plan, the
Committee shall have authority, in its sole discretion, to determine which
employees, Consultants, or Directors shall receive an Award, the time or times
when such Award shall be made, whether an Incentive Stock Option or
nonqualified Option shall be granted, and the number of shares to be subject to
each Option or Restricted Stock Award. In making such determinations, the
Committee shall take into account the nature of the services rendered by the
respective employees, Consultants, or Directors, their present and potential
contribution to the Company's success and such other factors as the Committee
in its sole discretion shall deem relevant.
(c) ADDITIONAL POWERS. The Committee shall have such additional powers
as are delegated to it by the other provisions of the Plan. Subject to the
express provisions of the Plan, this shall include the power to construe the
Plan and the respective agreements executed hereunder, to prescribe rules and
regulations relating to the Plan, and to determine the terms, restrictions and
provisions of the agreement relating to each Award, including such terms,
restrictions and provisions as shall be requisite in the judgment of the
Committee to cause designated Options to qualify as Incentive Stock Options,
and to make all other determinations necessary or advisable for administering
the Plan. The Committee may correct any defect or supply any omission or
reconcile
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<PAGE> 4
any inconsistency in the Plan or in any agreement relating to an Award in the
manner and to the extent it shall deem expedient to carry it into effect. The
determinations of the Committee on the matters referred to in this Paragraph IV
shall be conclusive.
V. SHARES SUBJECT TO THE PLAN; GRANT OF OPTIONS;
GRANT OF RESTRICTED STOCK AWARDS
(a) SHARES SUBJECT TO THE PLAN AND AWARD LIMITS. Subject to adjustment
in the same manner as provided in Paragraph IX with respect to shares of Common
Stock subject to Awards then outstanding, the aggregate number of shares of
Common Stock that may be issued under the Plan shall not exceed 4.2 million
shares (after giving effect to the Company's anticipated 4-for-1 stock split in
connection with its initial public offering). Shares shall be deemed to have
been issued under the Plan only (i) to the extent actually issued and delivered
pursuant to an Award or (ii) to the extent an Award is settled in cash. To the
extent that an Award lapses or the rights of its Holder terminate, any shares
of Common Stock subject to such Award shall again be available for the grant of
an Award under the Plan.
(b) GRANT OF OPTIONS. The Committee may from time to time grant
Options to one or more employees, Consultants, or Directors determined by it to
be eligible for participation in the Plan in accordance with the terms of the
Plan.
(c) GRANT OF RESTRICTED STOCK AWARDS. The Committee may from time to
time grant Restricted Stock Awards to one or more employees, Consultants, or
Directors determined by it to be eligible for participation in the Plan in
accordance with the terms of the Plan.
(d) STOCK OFFERED. Subject to the limitations set forth in Paragraph
V(a), the stock to be offered pursuant to the grant of an Award may be
authorized but unissued Common Stock or Common Stock previously issued and
outstanding and reacquired by the Company. Any of such shares which remain
unissued and which are not subject to outstanding Awards at the termination of
the Plan shall cease to be subject to the Plan but, until termination of the
Plan, the Company shall at all times make available a sufficient number of
shares to meet the requirements of the Plan.
VI. ELIGIBILITY
Awards may be granted only to persons who, at the time of grant, are
employees, Consultants, or Directors. An Award may be granted on more than one
occasion to the same person, and, subject to the limitations set forth in the
Plan, such Award may include an Incentive Stock Option, an Option that is not
an Incentive Stock Option, a Restricted Stock Award, or any combination
thereof.
VII. STOCK OPTIONS
(a) OPTION PERIOD. The term of each Option shall be as specified by
the Committee at the date of grant.
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<PAGE> 5
(b) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable
in whole or in such installments and at such times as determined by the
Committee.
(c) SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. An Incentive Stock
Option may be granted only to an individual who is an employee at the time the
Option is granted. To the extent that the aggregate Fair Market Value
(determined at the time the respective Incentive Stock Option is granted) of
Common Stock with respect to which Incentive Stock Options granted after 1986
are exercisable for the first time by an individual during any calendar year
under all incentive stock option plans of the Company and its parent and
subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be
treated as Options which do not constitute Incentive Stock Options. The
Committee shall determine, in accordance with applicable provisions of the
Code, Treasury Regulations and other administrative pronouncements, which of a
Holder's Incentive Stock Options will not constitute Incentive Stock Options
because of such limitation and shall notify the Holder of such determination as
soon as practicable after such determination. No Incentive Stock Option shall
be granted to an individual if, at the time the Option is granted, such
individual owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of its parent or subsidiary
corporation, within the meaning of section 422(b)(6) of the Code, unless (i) at
the time such Option is granted the option price is at least 110% of the Fair
Market Value of the Common Stock subject to the Option and (ii) such Option by
its terms is not exercisable after the expiration of five years from the date
of grant. An Incentive Stock Option shall not be transferable otherwise than by
will or the laws of descent and distribution, and shall be exercisable during
the Holder's lifetime only by such Holder or the Holder's guardian or legal
representative.
(d) OPTION AGREEMENT. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code. Each Option Agreement shall specify the effect
of termination of (i) employment, (ii) the consulting or advisory relationship,
or (iii) membership on the Board, as applicable, on the exercisability of the
Option. An Option Agreement may provide for the payment of the option price, in
whole or in part, by the delivery of a number of shares of Common Stock (plus
cash if necessary) having a Fair Market Value equal to such option price.
Moreover, an Option Agreement may provide for a "cashless exercise" of the
Option by establishing procedures satisfactory to the Committee with respect
thereto. Further, an Option Agreement may provide for the surrender of the
right to purchase shares under the Option in return for a payment in cash or
shares of Common Stock or a combination of cash and shares of Common Stock
equal in value to the excess of the Fair Market Value of the shares with
respect to which the right to purchase is surrendered over the option price
therefor ("Stock Appreciation Rights"), on such terms and conditions as the
Committee in its sole discretion may prescribe. In the case of any such Stock
Appreciation Right that is granted in connection with an Incentive Stock
Option, such right shall be exercisable only when the Fair Market Value of the
Common Stock exceeds the price specified therefor in the Option or the portion
thereof to be surrendered. The terms and conditions of the respective Option
Agreements need not be identical.
(e) OPTION PRICE AND PAYMENT. The price at which a share of Common
Stock may be purchased upon exercise of an Option shall be determined by the
Committee but, subject to adjustment as provided in Paragraph IX, (i) in the
case of an Incentive Stock Option, such purchase
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<PAGE> 6
price shall not be less than the Fair Market Value of a share of Common Stock
on the date such Option is granted, and (ii) in the case of an Option that does
not constitute an Incentive Stock Option, such purchase price shall not be less
than 50% of the Fair Market Value of a share of Common Stock on the date such
Option is granted. The Option or portion thereof may be exercised by delivery
of an irrevocable notice of exercise to the Company, as specified by the
Committee. The purchase price of the Option or portion thereof shall be paid in
full in the manner prescribed by the Committee. Separate stock certificates
shall be issued by the Company for those shares acquired pursuant to the
exercise of an Incentive Stock Option and for those shares acquired pursuant to
the exercise of any Option that does not constitute an Incentive Stock Option.
(f) STOCKHOLDER RIGHTS AND PRIVILEGES. The Holder shall be entitled to
all the privileges and rights of a stockholder only with respect to such shares
of Common Stock as have been purchased under the Option and for which
certificates of stock have been registered in the Holder's name.
(g) OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY
OTHER CORPORATIONS. Options and Stock Appreciation Rights may be granted under
the Plan from time to time in substitution for stock options held by
individuals employed by corporations who become employees as a result of a
merger or consolidation or other business combination of the employing
corporation with the Company or any subsidiary.
VIII. RESTRICTED STOCK AWARDS
(a) FORFEITURE RESTRICTIONS TO BE ESTABLISHED BY THE COMMITTEE. Shares
of Common Stock that are the subject of a Restricted Stock Award shall be
subject to restrictions on disposition by the Holder and an obligation of the
Holder to forfeit and surrender the shares to the Company under certain
circumstances (the "Forfeiture Restrictions"). The Forfeiture Restrictions
shall be determined by the Committee in its sole discretion, and the Committee
may provide that the Forfeiture Restrictions shall lapse upon (i) the
attainment of one or more performance targets established by the Committee that
are based on (1) the price of a share of Common Stock, (2) the Company's
earnings per share, (3) the Company's market share, (4) the market share of a
business unit of the Company designated by the Committee, (5) the Company's
sales, (6) the sales of a business unit of the Company designated by the
Committee, (7) the net income (before or after taxes) of the Company or any
business unit of the Company designated by the Committee, (8) the cash flow
return on investment of the Company or any business unit of the Company
designated by the Committee, (9) the earnings before or after interest, taxes,
depreciation, and/or amortization of the Company or any business unit of the
Company designated by the Committee, (10) the economic value added, or (11) the
return on stockholders' equity achieved by the Company, (ii) the Holder's
continued employment with the Company or continued service as a Consultant or
Director for a specified period of time, (iii) the occurrence of any event or
the satisfaction of any other condition specified by the Committee in its sole
discretion, or (iv) a combination of any of the foregoing. Each Restricted
Stock Award may have different Forfeiture Restrictions, in the sole discretion
of the Committee.
(b) OTHER TERMS AND CONDITIONS. Common Stock awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate registered
in the name of the Holder of such
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<PAGE> 7
Restricted Stock Award. The Holder shall have the right to receive dividends
with respect to Common Stock subject to a Restricted Stock Award, to vote
Common Stock subject thereto and to enjoy all other stockholder rights, except
that (i) the Holder shall not be entitled to delivery of the stock certificate
until the Forfeiture Restrictions have expired, (ii) the Company shall retain
custody of the stock until the Forfeiture Restrictions have expired, (iii) the
Holder may not sell, transfer, pledge, exchange, hypothecate or otherwise
dispose of the stock until the Forfeiture Restrictions have expired, and (iv) a
breach of the terms and conditions established by the Committee pursuant to the
Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock
Award. At the time of such Award, the Committee may, in its sole discretion,
prescribe additional terms, conditions or restrictions relating to Restricted
Stock Awards, including, but not limited to, rules pertaining to the
termination of employment or service as a Consultant or Director (by
retirement, disability, death or otherwise) of a Holder prior to expiration of
the Forfeitures Restrictions. Such additional terms, conditions or restrictions
shall be set forth in a Restricted Stock Agreement made in conjunction with the
Award.
(c) PAYMENT FOR RESTRICTED STOCK. The Committee shall determine the
amount and form of any payment for Common Stock received pursuant to a
Restricted Stock Award, provided that in the absence of such a determination, a
Holder shall not be required to make any payment for Common Stock received
pursuant to a Restricted Stock Award, except to the extent otherwise required
by law.
(d) COMMITTEE'S DISCRETION TO ACCELERATE VESTING OF RESTRICTED STOCK
AWARDS. The Committee may, in its discretion and as of a date determined by the
Committee, fully vest any or all Common Stock awarded to a Holder pursuant to a
Restricted Stock Award and, upon such vesting, all restrictions applicable to
such Restricted Stock Award shall terminate as of such date. Any action by the
Committee pursuant to this Subparagraph may vary among individual Holders and
may vary among the Restricted Stock Awards held by any individual Holder.
(e) RESTRICTED STOCK AGREEMENTS. At the time any Award is made under
this Paragraph VIII, the Company and the Holder shall enter into a Restricted
Stock Agreement setting forth each of the matters contemplated hereby and such
other matters as the Committee may determine to be appropriate. The terms and
provisions of the respective Restricted Stock Agreements need not be identical.
IX. RECAPITALIZATION OR REORGANIZATION
(a) NO EFFECT ON RIGHT OR POWER. The existence of the Plan and the
Awards granted hereunder shall not affect in any way the right or power of the
Board or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's or any
subsidiary's capital structure or its business, any merger or consolidation of
the Company or any subsidiary, any issue of debt or equity securities ahead of
or affecting Common Stock or the rights thereof, the dissolution or liquidation
of the Company or any subsidiary or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.
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(b) SUBDIVISION OR CONSOLIDATION OF SHARES; STOCK DIVIDENDS. The
shares with respect to which Awards may be granted are shares of Common Stock
as presently constituted, but if, and whenever, prior to the expiration of an
Award theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Common Stock or the payment of a stock dividend on
Common Stock without receipt of consideration by the Company, the number of
shares of Common Stock with respect to which such Award may thereafter be
exercised or satisfied, as applicable (i) in the event of an increase in the
number of outstanding shares shall be proportionately increased, and the
purchase price per share shall be proportionately reduced, and (ii) in the
event of a reduction in the number of outstanding shares shall be
proportionately reduced, and the purchase price per share shall be
proportionately increased. Any fractional share resulting from such adjustment
shall be rounded down to the next whole share.
(c) RECAPITALIZATIONS AND CORPORATE CHANGES. If the Company
recapitalizes, reclassifies its capital stock, or otherwise changes its capital
structure (a "recapitalization"), the number and class of shares of Common
Stock covered by an Award theretofore granted shall be adjusted so that such
Award shall thereafter cover the number and class of shares of stock and
securities to which the Holder would have been entitled pursuant to the terms
of the recapitalization if, immediately prior to the recapitalization, the
Holder had been the holder of record of the number of shares of Common Stock
then covered by such Award. If (i) the Company shall not be the surviving
entity in any merger or consolidation (or survives only as a subsidiary of an
entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease
or exchange all or substantially all of its assets to any other person or
entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or
entity, including a "group" as contemplated by Section 13(d)(3) of the 1934
Act, acquires or gains ownership or control (including, without limitation,
power to vote) of more than 50% of the outstanding shares of the Company's
voting stock (based upon voting power), or (v) as a result of or in connection
with a contested election of Directors, the persons who were Directors of the
Company before such election shall cease to constitute a majority of the Board
(each such event is referred to herein as a "Corporate Change"), no later than
(x) ten days after the approval by the stockholders of the Company of such
merger, consolidation, reorganization, sale, lease or exchange of assets or
dissolution or such election of Directors or (y) thirty days after a Corporate
Change of the type described in clause (iv), the Committee, acting in its sole
discretion without the consent or approval of any Holder, shall effect one or
more of the following alternatives, which alternatives may vary among
individual Holders and which may vary among Options held by any individual
Holder: (1) accelerate the time at which Options then outstanding may be
exercised so that such Options may be exercised in full for a limited period of
time on or before a specified date (before or after such Corporate Change)
fixed by the Committee, after which specified date all unexercised Options and
all rights of Holders thereunder shall terminate, (2) require the mandatory
surrender to the Company by selected Holders of some or all of the outstanding
Options held by such Holders (irrespective of whether such Options are then
exercisable under the provisions of the Plan) as of a date, before or after
such Corporate Change, specified by the Committee, in which event the Committee
shall thereupon cancel each such Option and pay or cause to be paid to each
Holder the securities or other property (including, without limitation, cash)
referred to in clause (4) below with respect to the shares subject to such
Option in exchange for payment by such Holder of the exercise price(s) under
such Option for such shares, (3) make such adjustments to Options then
outstanding as the Committee deems appropriate to reflect such Corporate Change
(provided, however, that the Committee may determine in its sole discretion
that no adjustment is necessary to Options then
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outstanding), or (4) provide that the number and class of shares of Common
Stock covered by an Option theretofore granted shall be adjusted so that such
Option shall thereafter cover the number and class of shares of stock or other
securities or property (including, without limitation, cash) to which the
Holder would have been entitled pursuant to the terms of the agreement of
merger, consolidation or sale of assets and dissolution if, immediately prior
to such merger, consolidation or sale of assets and dissolution, the Holder had
been the holder of record of the number of shares of Common Stock then covered
by such Option. Notwithstanding the foregoing, if (A) the Company is involved
in a merger or consolidation and, immediately after giving effect to such
merger or consolidation, less than 50% of the total voting power of the
outstanding voting stock of the surviving or resulting entity is then
"beneficially owned" (within the meaning of Rule 13d-3 under the 1934 Act) in
the aggregate by the stockholders of the Company immediately prior to such
merger or consolidation or (B) any person or entity, including a "group" as
contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership
or control (including, without limitation, power to vote) of more than 50% of
the outstanding shares of the Company's voting stock (based upon voting power),
then, except as provided in any Award agreement, (I) outstanding Awards shall
immediately vest and become exercisable or satisfiable, as applicable, and (II)
any such Award that is an Option shall continue to be exercisable for the
remainder of the applicable Option term unless the Committee has determined, in
its sole discretion, to take the action described in clause (1) or (2) above
with respect to such Option. The provisions contained in this Subparagraph
shall not terminate any rights of the Holder to further payments pursuant to
any other agreement with the Company following a Corporate Change.
(d) OTHER CHANGES IN THE COMMON STOCK. In the event of changes in the
outstanding Common Stock by reason of recapitalizations, reorganizations,
mergers, consolidations, combinations, split-ups, split-offs, spin-offs,
exchanges or other relevant changes in capitalization or distributions to the
holders of Common Stock occurring after the date of the grant of any Award and
not otherwise provided for by this Paragraph IX, such Award and any agreement
evidencing such Award shall be subject to adjustment by the Committee at its
sole discretion as to the number and price of shares of Common Stock or other
consideration subject to such Award. In the event of any such change in the
outstanding Common Stock or distribution to the holders of Common Stock, the
aggregate number of shares available under the Plan and the maximum number of
shares that may be subject to Awards granted to any one individual may be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
(e) STOCKHOLDER ACTION. Any adjustment provided for in the above
Subparagraphs shall be subject to any required stockholder action.
(f) NO ADJUSTMENTS UNLESS OTHERWISE PROVIDED. Except as hereinbefore
expressly provided, the issuance by the Company of shares of stock of any class
or securities convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares of Common Stock
subject to Awards theretofore granted or the purchase price per share, if
applicable.
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X. AMENDMENT AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares of Common Stock for which Awards have not theretofore
been granted. The Board shall have the right to alter or amend the Plan or any
part thereof from time to time; provided that no change in any Award
theretofore granted may be made which would impair the rights of the Holder
without the consent of the Holder, and provided, further, that the Board may
not, without approval of the stockholders, amend the Plan to (a) increase the
maximum aggregate number of shares that may be issued under the Plan or (b)
change the class of individuals eligible to receive Awards under the Plan.
XI. MISCELLANEOUS
(a) NO RIGHT TO AN AWARD. Neither the adoption of the Plan nor any
action of the Board or of the Committee shall be deemed to give an employee,
Consultant, or Director any right to be granted an Option, a right to a
Restricted Stock Award, or any other rights hereunder except as may be
evidenced by an Option Agreement or a Restricted Stock Agreement duly executed
on behalf of the Company, and then only to the extent and on the terms and
conditions expressly set forth therein. The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make any
other segregation of funds or assets to assure the performance of its
obligations under any Award.
(b) NO EMPLOYMENT/MEMBERSHIP RIGHTS CONFERRED. Nothing contained in
the Plan shall (i) confer upon any employee or Consultant any right with
respect to continuation of employment or of a consulting or advisory
relationship with the Company or any subsidiary or (ii) interfere in any way
with the right of the Company or any subsidiary to terminate his or her
employment or consulting or advisory relationship at any time. Nothing
contained in the Plan shall confer upon any Director any right with respect to
continuation of membership on the Board.
(c) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to
issue any Common Stock pursuant to any Award granted under the Plan at any time
when the shares covered by such Award have not been registered under the
Securities Act of 1933, as amended, and such other state and federal laws,
rules and regulations as the Company or the Committee deems applicable and, in
the opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules and regulations available for the
issuance and sale of such shares. No fractional shares of Common Stock shall be
delivered, nor shall any cash in lieu of fractional shares be paid. The Company
shall have the right to deduct in connection with all Awards any taxes required
by law to be withheld and to require any payments required to enable it to
satisfy its withholding obligations.
(d) NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company or any subsidiary from taking any
corporate action which is deemed by the Company or such subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any Award made under the Plan. No employee,
Consultant, Director, beneficiary or other person shall have any claim against
the Company or any subsidiary as a result of any such action.
-10-
<PAGE> 11
(e) RESTRICTIONS ON TRANSFER. An Award (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set forth in
Paragraph VII(c)) shall not be transferable otherwise than (i) by will or the
laws of descent and distribution, (ii) pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with
the consent of the Committee.
(f) RULE 16B-3. It is intended that the Plan and any grant of an Award
made to a person subject to Section 16 of the 1934 Act meet the requirements of
Rule 16b-3 so that any transaction under the Plan involving a grant, award, or
other acquisition from the Company or disposition to the Company is exempt from
Section 16(b) of the 1934 Act. If any provision of the Plan or any such Award
would result in any such transaction not being exempt from Section 16(b) of the
1934 Act, such provision or Award shall be construed or deemed amended so that
such transaction will be exempt from Section 16(b) of the 1934 Act.
(g) GOVERNING LAW. THE PLAN SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE.
-11-
<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES OF DOANE PET CARE COMPANY
NAME JURISDICTION OF ORGANISATION
---- ----------------------------
Doane/Windy Hill Joint Venture Corp. Delaware
Doane/Windy Hill Joint Venture L.L.C. Texas
DPC International Limited United Kingdom
Doane Pet Care (UK) Limited United Kingdom
Ipes Iberica, S.A. Spain
Effeffe, S.p.a. Italy
Doane International Pet Products LLC Delaware
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> JAN-01-1999
<PERIOD-END> JAN-01-2000
<CASH> 7,194
<SECURITIES> 0
<RECEIVABLES> 74,368
<ALLOWANCES> (5,212)
<INVENTORY> 52,938
<CURRENT-ASSETS> 147,807
<PP&E> 262,841
<DEPRECIATION> (46,774)
<TOTAL-ASSETS> 693,296
<CURRENT-LIABILITIES> 114,975
<BONDS> 0
0
45,965
<COMMON> 0
<OTHER-SE> 82,946
<TOTAL-LIABILITY-AND-EQUITY> 693,296
<SALES> 770,591
<TOTAL-REVENUES> 770,591
<CGS> 576,490
<TOTAL-COSTS> 691,486
<OTHER-EXPENSES> (1,201)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39,739
<INCOME-PRETAX> 40,567
<INCOME-TAX> 16,858
<INCOME-CONTINUING> 23,709
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (2,263)
<NET-INCOME> 21,446
<EPS-BASIC> 13,273
<EPS-DILUTED> 13,273
</TABLE>
