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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 21, 2000
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DOSKOCIL MANUFACTURING COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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TEXAS 333-37081 75-1281683
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
4209 BARNETT BOULEVARD, ARLINGTON, TEXAS 76017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (817) 467-5116
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
Doskocil Manufacturing Company, Inc. (the "Company") entered into a
Credit Facility dated September 19, 1997 with Bank of America, as administrative
agent, and other lending institutions party thereto (as amended, the "Credit
Facility"). On June 21, 2000, the Company amended the Credit Facility for the
fifth time (the "Fifth Amendment"). The Fifth Amendment, among other things,
increases the interest rates on the term loan advances and revolving advances
based on the Company's leverage. In addition, the borrowing base for the Company
was increased until September 2000 at which time it will revert to the borrowing
base in the Credit Facility dated September 19, 1997. The Fifth Amendment also
modifies the minimum fixed charge coverage ratio and the minimum EBITDA
covenants and redefines certain stated definitions, including redefining EBITDA
to include specified capital contributions. The Fifth Amendment increases the
time from 45 days to 90 days that Westar Capital, L.P. and Westar Capital II,
LLC (collectively, the "Westar Funds") and certain existing shareholders can
cure certain financial covenants after the last fiscal quarter of a fiscal year.
In conjunction with the Fifth Amendment, the Westar Funds entered into
a Support Agreement dated June 21, 2000 with the Company and Bank of America,
N.A., as administrative agent for certain lenders named therein (the "Support
Agreement"). The Westar Funds agreed to jointly and severally provide capital to
the Company pursuant to the Support Agreement in an amount that would cure the
minimum EBITDA covenant of the Credit Facility that is applicable as of June 30,
2000. The Westar Funds also agreed to jointly and severally provide capital to
the Company pursuant to the Support Agreement in an amount necessary, when added
to EBITDA, to make EBITDA greater than the sum of the maintenance capital
expenditures, as defined in the Credit Facility, plus scheduled payments of
principal on indebtedness for borrowed money and capital leases (excluding
payments on certain revolving facilities and certain mandatory prepayments) plus
payments of cash interest (excluding certain closing fees and costs) for the
previous twelve months ending on September 30, 2000, December 31, 2000, March
31, 2001 and June 30, 2001. All capital contributions made under the Support
Agreement will be considered a cure for defaults of certain financial covenants
in the Credit Facility as further provided in the Fifth Amendment.
The description above is qualified in its entirety by the attached
exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed as a part of this report:
Exhibit No. Description
10.1 Fifth Amendment to Credit Agreement, dated June 21,
2000, among Doskocil Manufacturing Company, Inc. and
Bank of America, N.A., as administrative agent for
certain lenders named therein.
10.2 Support Agreement, dated June 21, 2000, among Westar
Capital, L.P., Westar Capital II, LLC and Bank of
America, N.A., as administrative agent for certain
lenders named therein.
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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.
Date: July 14, 2000
DOSKOCIL MANUFACTURING COMPANY, INC.
By: /s/ JOHN J. CASEY
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John J. Casey
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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10.1 Fifth Amendment to Credit Agreement, dated June 21, 2000,
among Doskocil Manufacturing Company, Inc. and Bank of
America, N.A., as administrative agent for certain lenders
named therein.
10.2 Support Agreement, dated June 21, 2000, among Westar
Capital, L.P., Westar Capital II, LLC and Bank of America,
N.A., as administrative agent for certain lenders named
therein.
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