UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 1, 1994.
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 0-7803
D O S K O C I L C O M P A N I E S I N C O R P O R A T E D
(Exact name of registrant as specified in its charter)
Delaware 13-2535513
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2601 N.W. Expressway, Suite 1000W, Oklahoma City, Oklahoma 73112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405)879-5500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, par value $.01 NASDAQ/NMS
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 (Section 229.405 of this
chapter) 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 28, 1994, the aggregate market value of the
voting stock held by non-affiliates of the registrant was
$61,691,247.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check
mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
YES X NO
On March 28, 1994, the number of shares outstanding of the
registrant's common stock, $.01 par value, was 7,940,165 shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
DOSKOCIL COMPANIES INCORPORATED
(Registrant)
Date: June 29, 1994 By:/s/ William L. Brady
William L. Brady
Vice President and
Corporate Controller
PAGE
<PAGE>
EXHIBIT 20.1
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
____ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________ to _____________
Commission file number 0-7803
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING
PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
DOSKOCIL COMPANIES INCORPORATED
2601 NW Expressway, Suite 1000W
Oklahoma City, Oklahoma 73126
PAGE
<PAGE>
REQUIRED INFORMATION
The following financial statements and supplemental schedules are
furnished for the plan:
INDEX
Page
Report of Independent Accountants 4
Statement of Net Assets Available for Plan
Benefits as of December 31, 1993 and
December 31, 1992 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1993 and December 31, 1992 6
Notes to Financial Statements 7
Supplemental Schedules:
Schedule I:
Item 27a - Assets Held for Investment
Purposes at December 31, 1993 16
Schedule II:
Item 27d - Reportable Transactions for
the Year Ended December 31, 1993 17
PAGE
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act
of 1934, the administrative committee has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
DOSKOCIL COMPANIES INCORPORATED
RETIREMENT AND PROFIT SHARING
PLAN
By/s/ Charles I. Merrick
Charles I. Merrick
Administrative Committee for
Doskocil Companies
Incorporated Retirement and
Profit Sharing Plan
Date: June 29, 1994
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrators
Doskocil Companies Incorporated Retirement and Profit Sharing
Plan
We have audited the accompanying financial statements of
the Doskocil Companies Incorporated Retirement and Profit Sharing
Plan (formerly, the Doskocil Employee Investment Plan) as listed
in the accompanying index on page 2. These financial statements
are the responsibility of the Plan'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 evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
As discussed in Note A, effective July 1, 1993, the
Retirement and Profit Sharing Plan for Salaried Employees of
Wilson Foods Corporation was merged into the Plan.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the net assets
available for benefits of the Doskocil Companies Incorporated
Retirement and Profit Sharing Plan as of December 31, 1993 and
1992, and changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an
opinion on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes and
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
COOPERS & LYBRAND
Tulsa, Oklahoma
June 22, 1994
PAGE
<PAGE>
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING
PLAN
(FORMERLY, THE DOSKOCIL EMPLOYEE INVESTMENT PLAN)
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1993 and December 31, 1992
1993 1992
___________ __________
ASSETS
Investments, at fair value:
Company Common Stock Fund $ 26,235 $ 38,790
Equity Fund 9,175,600 2,529,429
Balanced Fund 5,470,132 1,969,322
Fixed Income Fund 17,672,830 3,341,896
Loan Fund 738,815 -
EB Temporary Investment Fund 118,137 134,029
___________ __________
Total investments 33,201,749 8,013,466
___________ __________
Receivables:
Employer's contribution 380,000 -
Accrued interest and other receivables 12,537 25,610
Cash 12,414 1,799
___________ _________
Total assets 33,606,700 8,040,875
___________ _________
LIABILITIES
Participant withdrawals payable - 71,496
Other payables 12,227 22,845
___________ __________
Net assets available for plan benefits $33,594,473 $7,946,534
=========== ==========
[FN]
The accompanying notes are an integral
part of the financial statements.
PAGE
<PAGE>
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING
PLAN
(FORMERLY, THE DOSKOCIL EMPLOYEE INVESTMENT PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the years ended December 31, 1993 and December 31, 1992
1993 1992
___________ ___________
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 7,020 $ 102,672
Net appreciation in fair value
of investments 2,086,545 622,451
___________ ___________
2,093,565 725,123
Less investment expenses (32,547) (8,070)
___________ ___________
2,061,018 717,053
___________ ___________
Contributions:
Employees 1,620,969 998,625
Employer 2,162,586 426,034
Other 31,073 2,918
___________ ___________
3,814,628 1,427,577
___________ ___________
Total additions 5,875,646 2,144,630
Deductions from net assets
attributed to:
Participant withdrawals 812,071 532,506
___________ ___________
Net increase 5,063,575 1,612,124
Transfer from merged plan (Note A) 20,584,364 -
Net assets available for plan benefits:
Beginning of year 7,946,534 6,334,410
___________ ___________
End of year $33,594,473 $ 7,946,534
=========== ===========
[FN]
The accompanying notes are an integral
part of the financial statements.
PAGE
<PAGE>
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING
PLAN
(FORMERLY, THE DOSKOCIL EMPLOYEE INVESTMENT PLAN)
NOTES TO FINANCIAL STATEMENTS
A. PLAN MERGER
Effective July 1, 1993, the Retirement and Profit
Sharing Plan for Salaried Employees of Wilson Foods Corporation
was merged into the Doskocil Employee Investment Plan to become
the Doskocil Companies Incorporated Retirement and Profit Sharing
Plan (the "Plan"). In conjunction with the merger, certain Plan
amendments were approved that also became effective July 1, 1993.
Those amendments are discussed further in Note B.
B. DESCRIPTION OF THE PLAN
The following brief description of the Plan is provided
for general information purposes only. Participants should refer
to the Plan agreement for more complete information.
GENERAL - The purpose of the Plan is to encourage
participating employees of Doskocil Companies Incorporated and
Subsidiaries ("Doskocil") to save funds on a tax-favored basis
and to provide participants an opportunity to accumulate capital
for their future economic security. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
PARTICIPATION - Prior to the merger, all employees age 18 and
older were eligible to participate. Effective July 1, 1993, all
new entrants to the Plan must be 21 years old and have completed
one year of continuous service. An employee whose terms of
employment are subject to a collective bargaining agreement may
not participate in the Plan unless that agreement provides for
his or her participation.
EMPLOYEE CONTRIBUTIONS - Employees may contribute to the
Plan, on a tax-deferred basis, an amount equal to a minimum of 1%
to a maximum of 15% of unreduced compensation. The maximum
amount the participant may contribute during any Plan year is
limited by provisions in the Internal Revenue Code and is
adjusted annually for increases in the cost of living. For 1993,
such maximum amount was $8,994.
EMPLOYER CONTRIBUTIONS - Each Plan year, Doskocil will match
participant contributions to a maximum of 3% of the participants'
unreduced compensation. All matching contributions will be
invested in the same manner as participant contributions. The
employer's contribution, however, for any fiscal year shall not
exceed the maximum allowable as a deduction for federal income
tax purposes. Effective January 1, 1989, employer's
contributions were paid by Doskocil to the trustee in cash or
shares of Doskocil stock. During 1990, the Board of Directors of
Doskocil suspended the acquisition of additional Doskocil common
stock by the Plan. The Company may also contribute at its sole
and absolute discretion, an additional profit-sharing
contribution in an amount determined by the Company. Effective
July 1, 1993, the Company began making seed contributions for all
eligible employees. The seed contribution represents 1% of the
employees pay up to a maximum of $250 per year. The Company
makes the seed contribution even if the employee chooses not to
make contributions to the Plan.
Employer's contribution receivable at December 31, 1993
represents Doskocil's contribution to the retirement and profit
sharing plan for Salaried Employees of Wilson Foods Corporation
Plan for the six months prior to the merger which will be paid
September 15, 1994. This is consistent with prior year's
employer contributions and policies related to that plan.
PARTICIPANT ACCOUNTS - Each participant's account is credited
with the participant's contribution, and an allocation of the
Company's matching contribution as well as any plan earnings or
losses. Allocations of the Company's matching contribution and
plan earnings or losses are based on participants' account
balances or contributions. The benefit to which a participant is
entitled is the benefit that can be provided from the
participant's account.
INVESTMENT OPTIONS - Participants in the Plan have four
investment options available for their contributions.
Participants may elect to invest in one or more of the four
options, allocating 0% to 100% of their contributions to the
option(s) selected. Effective April 1, 1992, the Plan's
Administrators voted to replace the then-existing funds, managed
by Merrill Lynch Trust Company, with funds managed by a
professional fund management company. Accordingly, the
investment options commencing April 1, 1992 were:
. Company Common Stock Fund - invests primarily in
the common stock of Doskocil Companies Incorporated
(see "Employer Contributions" above).
. Equity Fund - invests 100% in a pool of stock
funds that has a goal of long-term growth with
little emphasis on current income.
. Balanced Fund - invests in both stock and bond
funds in a ratio which, though typically 50% stock
funds and 50% bond funds, may vary.
. Fixed Income Fund - invests in a diversified pool
of fixed-rate investment contracts with major
insurance companies and financial institutions.
Prior to April 1, 1992, the investment options were:
. Company Common Stock Fund - invests in the common
stock of Doskocil Companies Incorporated (see
"Employer Contributions" above).
. Basic Value Fund - invests in a portfolio of
common stock and short-term investments.
. Capital Fund - invests in a portfolio of Class A
and B stock, corporate bonds and government
obligations.
. Guaranteed Fund - invests in certificates of
deposit and guaranteed investment contracts.
Upon receipt of the employee and employer contributions,
amounts are invested in the EB Temporary Investment Fund, a money
market fund, until the appropriate transfer of amounts to the
various investment options can be made.
LOAN FEATURE - Effective July 1, 1993, a loan feature was
added to the Plan which allows participants to borrow up to 50%
of their total vested account balance, subject to a maximum
borrowing limit of $50,000. The interest rate is the prime rate
in effect on the last day of the calendar quarter preceding the
date on which the loan is made plus one percentage point.
VESTING - Prior to July 1, 1993, each participant had at
all times a 100% vested (nonforfeitable) interest in the balances
of both the employee and employer contributions. Effective July
1, 1993, all new entrants to the Plan will vest as follows:
Vested % of
Years of Service Matching Funds
0-3 years 0%
3 years or more 100%
PARTICIPANT WITHDRAWALS - Upon termination of service, a
participant will receive a lump-sum distribution of cash equal to
the value of his or her account.
Beginning in fiscal year 1993, and in conformity with the
standards of accounting and reporting as described in the
American Institute of Certified Public Accountants' industry
audit guide entitled Audits of Employee Benefit Plans, the Plan
does not accrue for amounts allocated to accounts of persons who
have elected to withdraw from the Plan but have not been paid as
of the end of the Plan year. Such amounts totaled $1,013,127 at
December 31, 1993, primarily resulting from the closing of
Doskocil's Logansport, Indiana plant facility.
In prior years, the liability for such benefits was
recorded. However, the amount at December 31, 1992 was not
material and, accordingly, prior year balances were not
retroactively restated.
PLAN EXPENSES - All expenses of administering the Plan
shall be paid by Doskocil except:
. Expenses incurred by a participant in connection
with particular investment transactions for the
participant's account;
. Expenses for changing the investment of a
participant's account among the Plan's investment
options; and,
. Expenses for the enrollment of a participant that
may be imposed by a third party.
PLAN TERMINATION - In the event the Plan terminates,
capital accumulations of all participants will be maintained in a
Trust Fund (the "Trust"), pursuant to the terms of an Agreement
of Trust, until all such amounts have been distributed. The
accounts of all participants will remain nonforfeitable. Capital
accumulations may be distributed following termination of the
Plan, or distributions may be deferred, as determined by
Doskocil.
C. SUMMARY OF ACCOUNTING POLICIES
VALUATION OF INVESTMENTS - The Plan presents in the
statement of changes in net assets available for Plan benefits
the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
Investments are valued at quoted market prices.
RECLASSIFICATION - Certain prior year amounts have been
reclassified to conform with the current year presentation.
D. INVESTMENTS
The following table presents the cost and market
values of investments at December 31, 1993 and December 31, 1992:
<TABLE>
<CAPTION>
1993 1992
_________________________________________ ______________________________________
Number Number
of Units, of Units,
Shares or Shares or
Principal Market Principal Market
Amount Cost Value Amount Cost Value
_________ ____ ______ _________ ____ ______
<S> <C> <C> <C> <C> <C> <C>
Company Common Stock Fund 2,385 $ 291,638 $ 26,235 2,586 $ 316,217 $ 38,790
Equity Fund 636,786 8,171,348 9,175,600 190,590 2,283,402 2,529,429
Balanced Fund 456,234 5,234,135 5,470,132 144,126 1,914,166 1,969,322
Fixed Income Fund - 16,972,053 17,672,830 - 3,309,443 3,341,896
Loan Fund - - 738,815 - - -
EB Temporary Investment
Fund - 118,137 118,137 - 134,029 134,029
</TABLE>
During 1993 and 1992, the Plan's unrealized appreciation
(depreciation) in market value of investments was as follows:
1993 1992
__________ ________
Company Common Stock Fund $ 12,024 $(31,722)
Equity Fund 758,225 246,028
Balanced Fund 180,841 55,156
Fixed Income Fund 668,324 32,453
Merrill Lynch:
Basic Value Fund - (7,470)
Capital Fund - 41,041
__________ ________
$1,619,414 $335,486
========== ========
The following tables show the allocation of changes in
net assets and net assets available for plan benefits for each
investment option fund for the years ended December 31, 1993 and
December 31, 1992.
<TABLE>
<CAPTION>
1993
________________________________________________________________________
Company Fixed
Common Equity Balanced Income Loan
Stock Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Interest and dividends $ 21 $ 5,099 $ (835) $ 2,512 $ 223 $ 7,020
Other income - 15,015 14,856 1,202 - 31,073
Net appreciation (depreciation) in
fair value of investments (9,960) 920,828 468,969 706,708 - 2,086,545
_______ __________ __________ ___________ ________ ___________
(9,939) 940,942 482,990 710,422 223 2,124,638
Less investment expenses - (10,729) (28) (21,781) (9) (32,547)
_______ __________ __________ ___________ ________ ___________
(9,939) 930,213 482,962 688,641 214 2,092,091
Contributions - 1,280,421 925,753 1,577,381 - 3,783,555
_______ __________ __________ ___________ ________ ___________
Total additions (9,939) 2,210,634 1,408,715 2,266,022 214 5,875,646
Deductions from net assets attributed to:
Participant withdrawals (1,189) (121,386) (218,510) (470,986) - (812,071)
Net transfers in (out) (3,842) 533,309 136,627 (1,454,188) 788,094 -
_______ __________ __________ ___________ ________ ___________
Net increase (decrease) (14,970) 2,622,557 1,326,832 340,848 788,308 5,063,575
Net assets available for plan benefits:
Beginning of period 41,537 2,586,438 1,966,558 3,352,001 - 7,946,534
Transferred from merged plan - 4,087,563 2,255,496 14,241,305 - 20,584,364
_______ __________ __________ ___________ ________ ___________
End of period $26,567 $9,296,558 $5,548,886 $17,934,154 $788,308 $33,594,473
======= ========== ========== =========== ======== ===========
</TABLE>
<TABLE>
<CAPTION>
April 1 through December 31, 1992
______________________________________________________________
Company Fixed
Common Equity Balanced Income
Stock Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Interest and dividends $ 4 $ 10,327 $ 3,762 $ 15,449 $ 29,542
Net appreciation (depreciation) in
fair value of investments (10,245) 280,012 144,176 160,714 574,657
________ __________ __________ __________ __________
(10,241) 290,339 147,938 176,163 604,199
Less investment expenses - (2,586) (55) (5,429) (8,070)
________ __________ __________ __________ __________
(10,241) 287,753 147,883 170,734 596,129
Contributions - 385,096 316,203 378,029 1,079,328
________ __________ __________ __________ __________
Total additions (10,241) 672,849 464,086 548,763 1,675,457
Deductions from net assets attributed to:
Participant withdrawals (758) (90,755) (70,976) (355,865) (518,354)
Net transfers in (out) - 755,528 190,504 (946,032) -
________ __________ __________ __________ __________
Net increase (decrease) (10,999) 1,337,622 583,614 (753,134) 1,157,103
Net assets available for plan benefits:
Beginning of period - - - - -
Transferred in from prior Trustee 52,536 1,248,816 1,382,944 4,105,135 6,789,431
________ __________ __________ __________ __________
End of period $ 41,537 $2,586,438 $1,966,558 $3,352,001 $7,946,534
======== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
January 1 through March 31, 1992
_________________________________________________________________
Company Basic
Common Capital Guaranteed Value
Stock Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Interest and dividends $ 94 $ 13,842 $ 46,192 $ 13,002 $ 73,130
Net appreciation (depreciation) in
fair value of investments 14,223 41,041 - (7,470) 47,794
________ ___________ ___________ ___________ ___________
14,317 54,883 46,192 5,532 120,924
Contributions - 70,124 210,437 67,688 348,249
________ ___________ ___________ ___________ ___________
Total additions 14,317 125,007 256,629 73,220 469,173
Deductions from net assets attributed to:
Participant withdrawals - (2,694) (8,089) (3,369) (14,152)
Net transfers in (out) 9,436 (179,517) 168,792 1,289 -
________ ___________ ___________ ___________ ___________
Net increase (decrease) 23,753 (57,204) 417,332 71,140 455,021
Net assets available for plan benefits:
Beginning of period 28,783 1,306,020 3,687,803 1,311,804 6,334,410
________ ___________ ___________ ___________ ___________
End of period before transfer 52,536 1,248,816 4,105,135 1,382,944 6,789,431
Transferred out to new Trustee (52,536) (1,248,816) (4,105,135) (1,382,944) (6,789,431)
________ ___________ ___________ ___________ ___________
End of period $ - $ - $ - $ - $ -
======== =========== =========== =========== ===========
</TABLE>
E. TAX STATUS
Prior to the plan merger, the Plan had received from the
Internal Revenue Service a determination letter to the effect
that the amended and restated Plan was qualified under Sections
401(a) and 401(k) of the Internal Revenue Code ("IRC") and that
the Trust is exempt from federal income taxes under the
provisions of Section 501(a).
In conjunction with the plan merger, the Plan has
requested a determination letter to remain qualified under the
same IRC sections. Although no determination letter has yet been
received, the Plan's management believes such a letter will be
obtained.
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING
PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
<TABLE>
<CAPTION>
Identity of Issuer and Number of Maturity Rate of Maturity Current
Description of Investment Shares Date Interest Value Cost Value
<S> <C> <C> <C> <C> <C> <C>
Interest Bearing Cash:
EB Temporary Investment Fund - - - $ - $ 118,137 $ 118,137
Common Trusts:
The Accel Fund 164,459 - - - 2,062,757 2,366,621
The Beutel Trust Fund 176,876 - - - 2,279,824 2,642,099
Dietche and Field Group
Trust A 108,399 - - - 1,783,714 2,085,704
Ameritrust Managed Guaranteed
Investment Contract Fund 16,342,547 - - - 16,972,053 17,672,830
Mutual Funds:
Acorn Fund Inc. MD Com. 41,332 - - - 487,032 576,586
Fidelity Equity - Income Fund 18,467 - - - 561,073 624,909
New York Venture Fund 223,450 - - - 2,603,585 2,674,694
Vanguard Fixed Income Securities
Fund 291,492 - - - 3,195,519 3,177,265
Rowe T. Price Int'l Trust 40,941 - - - 431,973 497,848
Common Stock:
Doskocil Companies, Inc. 2,385 - - - 291,638 26,235
LTV Corp Warrants 2 - - - 6 6
Loans to Participants
(installment payments) - various 7-10 1/2% - - 738,815
________ ___________ ___________
$ - $30,787,311 $33,201,749
======== =========== ===========
</TABLE>
<PAGE>
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING
PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1993
<TABLE>
<CAPTION>
Current
Value
of Assets
Identity on the
of Party Purchase Selling Cost of the Transaction Gain
Involved Description of Asset Price Price Assets Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
Series of 5%
Transactions:
Equity Fund:
State Street Bank New York Venture Fund $1,924,748 $ - $1,924,748 $1,924,748 $ -
& Trust Co. New York Venture Fund - 407,627 367,191 407,627 40,436
Northern Trust Co. The Accel Fund 1,678,180 - 1,678,180 1,678,180 -
of Chicago The Accel Fund - 306,572 305,910 306,572 662
State Street Bank The Beutel Trust Fund 1,697,946 - 1,697,946 1,697,946 -
& Trust Co. The Beutel Trust Fund - 1,059 959 1,059 100
Mellon Bank Bank Deposit 4,531,000 - 4,531,000 4,531,000 -
Bank Deposit - 4,531,000 4,531,000 4,531,000 -
Balanced Fund:
Banker's Trust Fidelity Equity-Income
Fund, Inc. Mass Com 369,081 - 369,081 369,081 -
Fidelity Equity-Income
Fund, Inc. Mass Com - 80,078 71,899 80,078 8,179
State Street Bank New York Venture Fund,
& Trust Co. Inc. 430,227 - 430,227 430,227 -
New York Venture Fund,
Inc. - 216,099 187,578 216,099 28,521
Core States Capital Vanguard Fixed Income
Mkt. Group Securities Fund, Inc. 2,451,829 - 2,451,829 2,451,829 -
Vanguard Fixed Income
Securities Fund, Inc. - 109,185 108,712 109,185 473
Morgan Bank Vanguard Fixed Income
Securities Fund, Inc. - 406,083 402,610 406,083 3,473
Mellon Bank EB Temporary Investment
Fund 404,108 - 404,108 404,108 -
EB Temporary Investment
Fund - 400,774 400,774 400,774 -
Mellon Bank Bank Deposit 2,443,000 - 2,443,000 2,443,000 -
Bank Deposit - 2,443,000 2,443,000 2,443,000 -
Fixed Income Fund:
Mellon Bank EB Temporary Investment
Fund 893,651 - 893,651 893,651 -
EB Temporary Investment
Fund - 904,192 904,192 904,192 -
Ameritrust Co. Ameritrust Managed
of New York Guaranteed Investment
Contract Fund 15,221,401 - 15,221,401 15,221,401 -
Ameritrust Managed
Guaranteed Investment
Contract Fund - 1,720,793 1,684,768 1,720,793 36,025
Mellon Bank Bank Deposit 14,746,000 - 14,746,000 14,746,000 -
Bank Deposit - 14,746,000 14,746,000 14,746,000 -
Single 5%
Transactions:
Equity Fund:
State Street Bank New York Venture Fund 1,016,875 - 1,016,875 1,016,875 -
& Trust Co.
Northern Trust Co. The Accel Fund 1,073,550 - 1,073,550 1,073,550 -
of Chicago
Party Unknown The Beutel Trust Fund 1,039,503 - 1,039,503 1,039,503 -
The Beutel Trust Fund 539,801 - 539,801 539,801 -
Party Unknown Dietche and Field Group
Trust A 1,016,857 - 1,016,857 1,016,857 -
Mellon Bank Bank Deposit 4,087,000 - 4,087,000 4,087,000 -
Bank Deposit - 4,087,000 4,087,000 4,087,000 -
Balanced Fund:
Core States Capital Vanguard Fixed Income
Mkt. Group Securities Fund, Inc. 1,478,583 - 1,478,583 1,478,583 -
Mellon Bank Bank Deposit 2,255,000 - 2,255,000 2,255,000 -
Bank Deposit - 2,255,000 2,255,000 2,255,000 -
Fixed Income Fund:
Ameritrust Co. Ameritrust Managed
of New York Guaranteed Investment
Contract Fund 14,042,158 - 14,042,158 14,042,158 -
Ameritrust Managed
Guaranteed Investment
Contract Fund 522,219 - 522,219 522,219 -
Mellon Bank Bank Deposit 522,000 - 522,000 522,000 -
Bank Deposit - 522,000 522,000 522,000 -
Bank Deposit 14,191,000 - 14,191,000 14,191,000 -
Bank Deposit - 14,191,000 14,191,000 14,191,000 -
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