<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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): May 28, 1998
Commission file number 33-30261
WINDY HILL PET FOOD COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-0323270
--------- ----------
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
Highwoods Plaza II
103 Powell Court, Suite 200
Brentwood, TN 37027
(Address of Principal Executive Office, Including Zip Code)
(615) 373-7774
(Registrant's Telephone Number, Including Area Code)
================================================================================
Page 1 of 3
<PAGE>
Item 5. Other Events
- ------ ------------
On May 28, 1998, Windy Hill Pet Food Company, Inc. announced that it was
engaged in discussions with Doane Products Company, Inc., concerning a potential
combination of the two companies.
Item 7. Exhibits
- ------ --------
99.1 Press release dated May 28, 1998
Page 2 of 3
<PAGE>
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 2, 1998 By /s/ Charles W. Dunleavy
-----------------------
Charles W. Dunleavy
Chief Financial Officer and duly
authorized officer
Page 3 of 3
<PAGE>
Exhibit 99.1
Thursday May 28, 9:00 pm Eastern Time
COMPANY PRESS RELEASE
SOURCE: Windy Hill Pet Food Company, Inc. and Doane Products Company, Inc.
DOANE/WINDY HILL IN DISCUSSIONS
NASHVILLE, Tenn., May 28/PRNewswire/ -- Doane Products Company, Inc. (DPC) of
Joplin, Missouri and Windy Hill Pet Food Company, Inc. (Windy Hill) of
Nashville, Tennessee jointly announced today that they are engaged in
discussions concerning a potential combination of the two companies. DPC and
Windy Hill both manufacture custom private label and consumer branded pet
foods.
SOURCE: Windy Hill Pet Food Company, Inc. and Doane Products Company, Inc.
