SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Doskocil Companies Incorporated
(Name of Issuer)
Common Stock, Par Value $ .01 Per Share
(Title of Class of Securities)
258486109
(CUSIP Number)
W. Robert Cotham
201 Main Street, Suite 2600, Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
**The total number of shares reported herein is 823,190, which constitutes
approximately 6.6% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 12,451,168 shares
outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
The Airlie Group L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00, WC (See Item 3)
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 802,241 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 802,241 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
802,241
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.4%
14. Type of Reporting Person: PN
_ _ _ _ _ _ _ _
(1) Power is exercised through its sole general partner, EBD L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
EBD L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 802,241 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 802,241 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
802,241 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.4%
14. Type of Reporting Person: PN
_ _ _ _ _ _ _ _
(1) Power is exercised through its two general partners, TMT-FW, Inc. and
Dort A. Cameron III.
(2) Solely in its capacity as the sole general partner of The Airlie Group
L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
Dort A. Cameron III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Dort A. Cameron III
is a citizen of the United States of America
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 802,241 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 802,241 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
802,241 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.4%
14. Type of Reporting Person: IN
_ _ _ _ _ _ _ _
(1) Solely in his capacity as one of two general partners of EBD L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
TMT-FW, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 802,241 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 802,241 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
802,241 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.4%
14. Type of Reporting Person: CO
_ _ _ _ _ _ _ _
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as one of two general partners of EBD L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Thomas M. Taylor is
a citizen of the United States of America
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 802,241 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With 10. Shared Dispositive Power: 802,241 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
802,241 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.4%
14. Type of Reporting Person: IN
_ _ _ _ _ _ _ _
(1) Solely in his capacity as President of TMT-FW, Inc.<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 (See Item 3)
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 6,983 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,983 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
6,983
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: CO
_ _ _ _ _ _ _ _
(1) Power is exercised through its President, Lee M. Bass.<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Lee M. Bass is a
citizen of the United States of America
7. Sole Voting Power: 6,983 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,983 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
6,983 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
_ _ _ _ _ _ _ _
(1) Solely in his capacity as President of Lee M. Bass, Inc.<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 (See Item 3)
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 6,983 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,983 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
6,983
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: CO
_ _ _ _ _ _ _ _
(1) Power is exercised through its Chairman, Sid R. Bass.<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization:
Sid R. Bass is a citizen of the United States of America
7. Sole Voting Power: 6,983 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,983 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
6,983 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
_ _ _ _ _ _ _ _
(1) Solely in his capacity as Chairman of Sid R. Bass, Inc.<PAGE>
<PAGE>
1. Name of Reporting Person:
Thru Line Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 (See Item 3)
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 6,983 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,983 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
6,983
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: CO
_ _ _ _ _ _ _ _
(1) Power is exercised through its President, E.P. Bass.<PAGE>
<PAGE>
1. Name of Reporting Person:
E.P. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization:
E.P. Bass is a citizen of the United States of America
7. Sole Voting Power: 6,983 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,983 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
6,983 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
_ _ _ _ _ _ _ _
(1) Solely in his capacity as President of Thru Line Inc.<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
November 8, 1991, as amended by Amendment No. 1 dated April 2, 1993 (the
"Schedule 13D"), relating to the Common Stock, par value $.01 per share, of
Doskocil Companies Incorporated. Unless otherwise indicated, all defined
terms used herein shall have the same meanings respectively ascribed to them
in the Schedule 13D. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this
filing includes a composite of all paper filings to date made by the
Reporting Persons (as hereinafter defined) on Schedule 13D with respect to
such securities.
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share
(the "Stock"), of Doskocil Companies Incorporated (the "Issuer"). The
principal executive offices of the Issuer are located at 2601 Northwest
Expressway, Oklahoma City, Oklahoma 73112.
Item 2. Identity and Background.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Schedule 13D Statement on
behalf of The Airlie Group L.P., a Delaware limited partnership ("TAG"), EBD
L.P., a Delaware limited partnership ("EBD"), Dort A. Cameron III ("DAC"),
TMT-FW, Inc., a Texas corporation ("TMT-FW"), Thomas M. Taylor ("TMT"), Lee
M. Bass, Inc., a Texas corporation ("LMB, Inc."), Lee M. Bass ("LMB"), Sid R.
Bass, Inc., a Texas corporation ("SRB, Inc."), Sid R. Bass ("SRB"), Thru Line
Inc., a Texas corporation ("TLI"), and E. P. Bass ("EPB"). TAG, EBD, DAC,
TMT-FW, TMT, LMB, Inc., LMB, SRB, Inc., SRB, TLI and EPB are sometimes
hereinafter referred to as the "Reporting Persons." The Reporting Persons
are making this single, joint filing because they may be deemed to constitute
a "group" within the meaning of Section 13(d)(3) of the Act, although neither
the fact of this filing nor anything contained herein shall be deemed to be
an admission by the Reporting Persons that a group exists.
(b) - (c)
TAG
TAG is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of TAG, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to EBD, the sole general partner of TAG, is set forth below.
EBD
EBD is a Delaware limited partnership, the principal business of which
is serving as the sole general partner of TAG. The principal business
address of EBD, which also serves as its principal office, is 201 Main
Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to
Schedule 13D of the Act, information with respect to DAC and TMT-FW, the two
general partners of EBD, is set forth below.
DAC
DAC's principal occupation or employment is serving as one of two
general partners of EBD. DAC's business address is 115 East Putnam Avenue,
Greenwich, Connecticut 06830.
TMT-FW
TMT-FW is a Texas corporation, the principal business of which is
serving as one of two general partners of EBD. The principal business
address of TMT-FW, which also serves as its principal office, is 201 Main
Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to
Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person of TMT-FW are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of Thomas
Suite 3200 M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co.
("BEPCO")
Taylor & Co. is a Texas corporation, the principal business of which is
the rendering of investment consulting services to third parties. The
principal business address of Taylor & Co., which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
TMT
See answers above.
LMB, Inc.
LMB, Inc. is a Texas corporation, the principal businesses of which are
the ownership and operation of oil and gas properties (through BEPCO), the
ownership and operation of gas processing plants (through various
partnerships), farming, investing in marketable securities and real estate
investment and development. The principal business address of LMB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, business or residence address, and present principal
occupation or employment of each director and executive officer of LMB, Inc.
are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Lee M. Bass 201 Main Street Chairman of the Board
Suite 3200 and Chief Executive
Fort Worth, Texas 76102 Officer of LMB, Inc.
W. R. Cotham See answer above. See answer above.
Perry R. Bass 201 Main Street President of Perry R.
Suite 3200 Bass, Inc. ("PRB,
Fort Worth, Texas 76102 Inc.")
Sid R. Bass 201 Main Street Chairman of the Board
Suite 3200 and Chief Executive
Fort Worth, Texas 76102 Officer of SRB, Inc.
PRB, Inc. is a Texas corporation, the principal business of which
is the ownership of oil and gas properties, ranching, investing in
marketable securities and real estate investment. The principal
business address of PRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
LMB
See answers above.
SRB, Inc.
SRB, Inc. is a Texas corporation, the principal businesses of
which are the ownership and operation of oil and gas properties
(through BEPCO), the ownership and operation of gas processing plants
(through various partnerships), farming, investing in marketable
securities and real estate investment and development. The principal
business address of SRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, the name,
business or residence address, and present principal occupation or
employment of each director or executive officer of SRB, Inc. are as
follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Sid R. Bass See answer above. See answer above.
W. R. Cotham See answer above. See answer above.
Perry R. Bass See answer above. See answer above.
Lee M. Bass See answer above. See answer above.
SRB
See answers above.
TLI
TLI is a Texas corporation, the principal businesses of which are
the ownership and operation of oil and gas properties (through BEPCO),
the ownership and operation of gas processing plants (through various
partnerships), ranching, investing in marketable securities and real
estate investment and development. The principal business address of
TLI, which also serves as its principal office, is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to
Schedule 13D of the Act, the name, business or residence address, and
present principal occupation or employment of each director or
executive officer of TLI are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
E. P. Bass 201 Main Street President of TLI
Suite 3100
Fort Worth, Texas 76102
W. R. Cotham See answer above. See answer above.
EPB
See answers above.
(d) None of the entities or persons identified in this Item 2
has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the entities or person identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully set forth in Item 5(c) herein, 782,510 of the shares
of the Stock reported herein represent shares that the Reporting
Persons received pursuant to the Plan of Reorganization that became
effective on October 31, 1991. 761,561 shares of such shares are
beneficially owned by TAG and represent the number of shares that TAG
received pursuant to the Plan of Reorganization in respect of the
$24,400,573 in face amount of Senior Subordinated Increasing Rate
Guaranteed Notes due October 15, 1991 of the Issuer owned by TAG at
the time of the reorganization. The 6,983 shares of the Stock
reported herein as being owned by each of LMB, Inc., SRB, Inc. and
TLI, respectively, represent the shares that each such Reporting
Person received pursuant to the Plan of Reorganization in respect of
each such Reporting Person's ownership of 131,375 shares of the old
common stock, par value $.40 per share, of the Issuer.
In addition, TAG used $401,715 of Working Capital to purchase
40,680 shares of the Stock in open market transactions. As used
herein, the term "Working Capital" includes income from the business
operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such businesses in general. None of
the funds reported herein as "Working Capital" were borrowed or
otherwise obtained for the specific purpose of acquiring, handling,
trading or voting the Stock.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of the Stock reported
herein for investment purposes.
Depending on market conditions and other factors that each
Reporting Person may deem material to its investment decision, such
Reporting Person may purchase additional shares of the Stock in the
open market or in private transactions. Depending on these same
factors, such Reporting Person may sell all or a portion of the shares
of the Stock that it now owns or hereafter may acquire.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any
of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (b) of Item 5 hereby are amended in their
entireties to read as follows:
(a)
TAG
The aggregate number of shares of the Stock that TAG owns
beneficially, pursuant to Rule 13d-3 of the Act, is 802,241, which
constitutes approximately 6.4% of the outstanding shares of the Stock.
EBD
Because of its position as the sole general partner of TAG, EBD
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 802,241 shares of the Stock, which constitutes approximately
6.4% of the outstanding shares of the Stock.
DAC
Because of his position as one of two general partners of EBD, DAC
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 802,241 shares of the Stock, which constitutes approximately
6.4% of the outstanding shares of the Stock.
TMT-FW
Because of its position as one of two general partners of EBD,
TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 802,241 shares of the Stock, which constitutes
approximately 6.4% of the outstanding shares of the Stock.
TMT
In his capacity as President and sole director of TMT-FW, TMT may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 802,241 shares of the Stock, which constitutes approximately
6.4% of the outstanding shares of the Stock.
LMB, Inc.
The aggregate number of shares of the Stock that LMB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 6,983, which
constitutes less than 0.1% of the outstanding shares of the Stock.
LMB
In his capacity as the President of LMB, Inc., LMB may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
6,983 shares of the Stock, which constitutes less than 0.1% of the
outstanding shares of the Stock.
SRB, Inc.
The aggregate number of shares of the Stock that SRB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 6,983, which
constitutes less than 0.1% of the outstanding shares of the Stock.
SRB
In his capacities as Chairman of the Board and Chief Executive
Officer of SRB, Inc., SRB may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 6,983 shares of the Stock, which
constitutes less than 0.1% of the outstanding shares of the Stock.
TLI
The aggregate number of shares of the Stock that TLI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 6,983, which
constitutes less than 0.1% of the outstanding shares of the Stock.
EPB
In his capacity as the President of TLI, EPB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 6,983 shares
of the Stock, which constitutes less than 0.1% of the outstanding
shares of the Stock.
(b)
TAG
Acting through its sole general partner, TAG has the sole power
to vote or to direct the vote and to dispose or to direct the
disposition of 802,241 shares of the Stock.
EBD
In its capacity as the sole general partner of TAG, and acting
through its general partners, EBD has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 802,241
shares of the Stock.
DAC
In his capacity as one of two general partners of EBD, DAC has the
shared power to vote or to direct the vote and to dispose or to direct
the disposition of 802,241 shares of the Stock.
TMT-FW
In its capacity as one of two general partners of EBD, and acting
through its President and sole director, TMT-FW has the shared power
to vote or to direct the vote and to dispose or to direct the
disposition of 802,241 shares of the Stock.
TMT
In his capacity as the President and sole director of TMT-FW, TMT
has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 802,241 shares of the Stock.
LMB, Inc.
Acting through its President, LMB, Inc. has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of
6,983 shares of the Stock.
LMB
In his capacity as the President of LMB, Inc., LMB has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 6,983 shares of the Stock.
SRB, Inc.
Acting through its Chairman of the Board and Chief Executive
Officer, SRB, Inc. has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 6,983 shares of the
Stock.
SRB
In his capacity as the Chairman of the Board and Chief Executive
Officer of SRB, Inc., SRB the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 6,983 shares of
the Stock.
TLI
Acting through its President, TLI has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of
6,983 shares of the Stock.
EPB
In his capacity as the President of TLI, EPB has the sole power
to vote or to direct the vote and to dispose or to direct the
disposition of 6,983 shares of the Stock.
(c)
Pursuant to the Plan of Reorganization that became effective on
October 31, 1991, the Issuer issued approximately 5,790,000 shares of
the Stock to specified classes of creditors of the Issuer and to
holders of the old (prereorganization) equity securities of the
Issuer. The Plan of Reorganization provided that as soon as
practicable after the effective date of the Plan of Reorganization,
the Issuer or its agent would make an initial distribution of shares
of the Stock. The Issuer indicated that the initial distribution
would take up to 90 to 120 days after the effective date of the Plan
of Reorganization to complete.
Contemporaneously with the initial distribution of shares of the
Stock provided for in the Plan of Reorganization, the Issuer or its
disbursing agent was to withhold an unspecified number of shares from
the initial distribution to be placed in the disputed claims reserve
for each of Classes 6 through 18, inclusive, as defined in the Plan
of Reorganization.
The Disclosure Statement accompanying the Plan of Reorganization
stated that, because of the number and amount of the disputed claims
that must be resolved or estimated prior to any distribution under the
Plan of Reorganization, there could be substantial delays in making
distributions of shares of the Stock pending the resolution or
litigation of disputed, contingent or unliquidated claims.
RECENT TRANSACTIONS. On October 7, 1994, TAG, SRB, Inc, LMB, Inc. and
TLI each received transferable rights of the Issuer by means of a
rights offering by the Issuer, in which holders of record of the Stock
on September 29, 1994 received pro-rata .68 transferable rights per
share of the Issuer's Common Stock. Such Reporting Persons
subsequently sold some of their rights in over-the-counter
transactions on NASDAQ as set forth below:
NO. OF RIGHTS PRICE PER
REPORTING PERSON DATE SOLD RIGHT
TAG 10/07/94 24,400 $0.0313
LMB Inc. 10/07/94 200 $0.0313
SRB Inc. 10/07/94 200 $0.0313
TLI 10/07/94 200 $0.0313
TAG 10/10/94 24,400 $0.0313
LMB Inc. 10/10/94 200 $0.0313
SRB Inc. 10/10/94 200 $0.0313
TLI 10/10/94 200 $0.0313
TAG 10/11/94 24,400 $0.0313
LMB Inc. 10/11/94 200 $0.0313
SRB Inc. 10/11/94 200 $0.0313
TLI 10/11/94 200 $0.0313
TAG 10/12/94 97,600 $0.0156
LMB Inc. 10/12/94 800 $0.0156
SRB Inc. 10/12/94 800 $0.0156
TLI 10/12/94 800 $0.0156
TAG 10/13/94 14,650 $0.0469
LMB Inc. 10/13/94 115 $0.0469
SRB Inc. 10/13/94 120 $0.0469
TLI 10/13/94 115 $0.0469
TAG 10/18/94 9,700 $0.0310
LMB Inc. 10/18/94 100 $0.0313
SRB Inc. 10/18/94 100 $0.0313
TLI 10/18/94 100 $0.0313
In addition, on October 19, 1994, TAG tendered the remaining
350,374 of its rights pursuant to a provision of the offering for sale
to the rights agent thereunder. The price to be received by TAG for
such rights has not yet been determined.
Except as set forth herein, to the best of the knowledge of the
Reporting Persons, none of the persons named in response to paragraph
(a) has effected any transactions in shares of the Stock during the
past sixty (60) days.
(d) No persons other than the Reporting Persons have the right
to receive or to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Stock owned by them.
(e) It is inapplicable for the purposes herein to state the date
on which the Reporting Persons ceased to be the beneficial owners of
more than five percent (5%) of the outstanding shares of the Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On March 22, 1993, TAG entered into a Stockholders Agreement (the
"Stockholders Agreement") with the Issuer pursuant to which, until
March 22, 1995, TAG is subject to certain restrictions on its ability
to sell or otherwise transfer securities of the Issuer or to purchase
additional securities of the Issuer. In addition, since March 22,
1994, TAG has had certain piggyback registration rights granting it
the right to include its shares of the Stock if the Issuer files a
registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), and after March 22, 1995, TAG will have the
right to demand, subject to certain limitations, that the Issuer file
a registration statement under the Securities Act to register the
Stock owned by TAG. The Issuer will not be obligated to effect more
than one such demand registration. The Stockholders Agreement also
provides that, so long as TAG remains a holder of at least 5% of the
outstanding Stock, TAG is entitled to designate for nomination to the
Issuer's Board of Directors one person who is mutually acceptable to
both a majority of the directors who are designees of Joseph
Littlejohn & Levy Fund, L.P. ("JLL") and a majority who are not JLL
designees, except that the initial designee was required to be DAC
(who was a member of the incumbent Board of Directors at that time).
The Issuer is required to nominate and use its best efforts to cause
TAG's nominee to be elected to the Board of Directors, and TAG is
required to vote all its voting securities in favor of any slate of
directors nominated by the Board of Directors in accordance with the
Stockholders Agreement.
On March 23, 1993, TAG also entered into an Agreement (the
"Agreement") with the Issuer and JLL pursuant to which, among other
things, TAG has the right, until March 22, 1995 and so long as it owns
at least 5% of the outstanding Stock, to sell an amount of the Stock
currently held by it to any purchaser to which JLL sells its shares.
Any such "take-along" sale is required to be on the same terms as the
JLL sale, and the number of shares sold will be in proportion to the
number of shares sold by JLL.
The foregoing summaries of the Stockholders Agreement and the
Agreement are not, and do not purport to be, complete and are
qualified in their entirety by reference to the forms of such
agreements attached hereto as Exhibits B and C, respectively.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no understandings or relationships with respect
to the shares of the Stock owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(l)(iii).
Exhibit B -- Stockholders Agreement between The Airlie Group L.P.
and Doskocil Companies Incorporated dated March 22, 1993.
Exhibit C -- Agreement between The Airlie Group L.P., Doskocil
Companies Incorporated and Joseph Littlejohn & Levy Fund, L.P. dated
March 22, 1993.<PAGE>
<PAGE>
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
Dated: October 28, 1994
/s/ W. R. Cotham
W. R. Cotham
Attorney-in-Fact for:
LEE M. BASS (1)
DORT A. CAMERON III (2)
THOMAS M. TAYLOR (3)
SID R. BASS (4)
E. P. BASS (5)
Vice President of:
LEE M. BASS, INC.
SID R. BASS, INC.
THRU LINE INC.
TMT-FW, INC.
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P.,
a Delaware limited partnership,
General Partner
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Lee M. Bass previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Dort A. Cameron III, previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas M. Taylor previously has been filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Sid R. Bass previously has been filed with the
Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of E. P. Bass previously has been filed with the Securities
and Exchange Commission.<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith
B Stockholders Agreement between The Airlie Group L.P.
and Doskocil Companies Incorporated dated March 22,
1993, previously filed with Amendment No. 1 to the
Schedule 13D
C Agreement among The Airlie Group L.P., Doskocil
Companies Incorporated and Joseph Littlejohn & Levy
Fund, L.P., previously filed with Amendment No. 1 to
the Schedule 13D
EXHIBIT 99.1
Pursuant to Rule 13d-1(f)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.
/s/ W. R. Cotham
W. R. Cotham
Attorney-in-Fact for:
LEE M. BASS (1)
DORT A. CAMERON III (2)
THOMAS M. TAYLOR (3)
SID R. BASS (4)
E. P. BASS (5)
Vice President of:
LEE M. BASS, INC.
SID R. BASS, INC.
THRU LINE INC.
TMT-FW, INC.
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P.,
a Delaware limited partnership,
General Partner
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Dort A. Cameron III, previously has been filed with the Securities
and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of E. P. Bass previously has been filed with the Securities and
Exchange Commission.
