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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 10, 1998
Commission file number: 333-30261
WINDY HILL PET FOOD COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-0323270
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
Highwoods Plaza II, 103 Powell Court, Suite 200
Brentwood, Tennessee 37027
(Address of Principal Executive Office, Including Zip Code)
(615) 373-7774
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
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Windy Hill Pet Food Company, Inc. ("Windy Hill") and its parent,
Windy Hill Pet Food Holdings, Inc., entered into an Agreement and Plan of
Merger, dated as of June 10, 1998, with DPC Acquisition Corp., pursuant to
which Windy Hill Pet Food Holdings, Inc. will merge with DPC/WH MergeCo, Inc.,
a newly created subsidiary of DPC Acquisition Corp. The closing of the
transaction will constitute a Change of Control under the Indenture (the
"Indenture") relating to Windy Hill's $120,000,000 principal amount of 9 3/4%
Senior Subordinated Notes due 2007 (the "Notes"). The Indenture requires Windy
Hill, in the event of a Change of Control in respect of which it has not
elected to redeem the Notes, to repurchase any Notes that holders thereof
desire to have repurchased at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase.
Item 7. Exhibits
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99.1 Press release dated June 11, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
WINDY HILL PET FOOD COMPANY, INC.
Date: June 30, 1998 By /s/ Charles Dunleavy
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Charles Dunleavy
Chief Financial Officer
03618.0025
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EXHIBIT 99.1
Press Release dated June 11, 1998
DPC Acquisition Corp. ("DPCAC"), the corporate parent of Doane Products Company
("Doane"), and Windy Hill Pet Food Holdings, Inc. ("WH Holdings"), the
corporate parent of Windy Hill Pet Food Company, Inc. ("Windy Hill"), jointly
announced today that they have entered into a merger agreement whereby Windy
Hill Holdings will become a wholly-owned subsidiary of DPCAC and a sister
corporation to Doane. Doane and Windy Hill are both manufacturers of private
label pet foods.
In the transaction, the shareholders of WH Holdings will receive common stock
of DPCAC. Completion of the transaction is subject to certain conditions and
approvals, including clearance under the Hart-Scott-Rodino Act.
DPCAC's principal investors include Summit Capital Inc., a Houston-based
private investment firm, DLJ Merchant Banking Partners, L.P., an affiliate of
Donaldson, Lufkin & Jenrette Securities Corporation, and Chase Capital
Partners, an affiliate of The Chase Manhattan Corporation.
WH Holdings was organized by Dartford Partnership, a San Francisco-based firm
that invests in and manages companies in the consumer food and beverage
industries. Windy Hill's other principal investor is Bruckmann, Rosser,
Sherrill & Co., L.P., a New York-based private equity investment firm with
over $400 million in capital. Chase Securities, Inc. served as a financial
adviser to Windy Hill on the transaction.
