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):
March 7, 1995
DOSKOCIL COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-7803 13-2535513
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
2601 N.W. Expressway, Suite 1000W
Oklahoma City, Oklahoma 73112
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code (405)
879-5500
<PAGE>
Item 5. Other Events.
Subject to shareholder approval, which the Company intends
to seek in connection with its 1995 Annual Meeting of
Stockholders, the Company plans to merge into a wholly-owned
subsidiary to effect a name change and to impose certain transfer
restrictions on its stock. The transfer restrictions are
designed to prevent "ownership changes" (for federal income tax
purposes) that would limit the Company's use of its currently
available net operating loss carryforwards against future taxable
income. The effective date of this reorganization will be the
date on which the merger of the Company into the subsidiary
becomes effective, currently scheduled for May 16, 1995.
An agreement was entered into, dated as of March 7, 1995,
between the Company and The Airlie Group, L.P. ("Airlie") in
which Airlie has agreed to vote its shares of the Company's
common stock ("Common Stock") in favor of the reorganization and
not to buy or sell any shares of Common Stock until after the
first to occur of (i) the reorganization becoming effective
(whereupon the transfer restrictions will become applicable) or
(ii) March 22, 1996. Airlie owns approximately 810,363 shares of
Common Stock or approximately 6.5% of the outstanding Common
Stock. The Company has agreed that it will waive the transfer
restrictions after March 22, 1996, if Airlie at any time
thereafter desires to sell or transfer its shares. This
agreement is attached hereto as Exhibit 1 and incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit Number Description
1 Agreement between Doskocil Companies
Incorporated and The Airlie Group, L.P.
dated March 7, 1995
SIGNATURE
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.
DOSKOCIL COMPANIES INCORPORATED
By: \s\ William L. Brady
William L. Brady
Vice President and
Controller
Date: April 5, 1995
EXHIBIT 1
DOSKOCIL/AIRLIE AGREEMENT
THIS AGREEMENT has been entered into this 7th day of March,
1995, between DOSKOCIL COMPANIES INCORPORATED (the "Company"), a
Delaware corporation, and THE AIRLIE GROUP, L.P. ("Airlie"), a
Delaware limited partnership, with reference to the following
circumstances:
A. Subject to shareholder approval, the Company plans to
merge into a wholly-owned subsidiary to effect a name change and
to impose certain transfer restrictions on its stock (the
"Reorganization"). The effective date of the Reorganization will
be the date on which the merger of the Company into the
Subsidiary becomes effective. The restrictions are described in
the form of the Amended and Restated Certificate of Incorporation
attached hereto as Exhibit A (the "Transfer Restrictions").
B. The Transfer Restrictions are designed to prevent
"ownership changes," as defined in Section 382 of the Internal
Revenue Code of 1986, as amended (the "Code") and the Treasury
Regulations promulgated thereunder, that would limit the
Company's use of its currently available net operating losses
against future taxable income. Section 382 of the Code
would severely limit the availability of the Company's net
operating losses if the aggregate cumulate percentage of
ownership of its stock by 5% shareholders increases by more than
50 percentage points in any three year testing period (an
"Ownership Change").
C. Airlie owns 802,241 shares of the Company's common
stock (the "Shares"), which represents 6.4% of the total of the
Company's common shares presently outstanding. In order to
provide further assurances that the Reorganization will be
approved by the Company's shareholders and that an Ownership
Change will not occur prior to the effective date of the
Reorganization, the Company has requested Airlie to vote the
Shares in favor of the Reorganization and to agree not to buy or
sell any shares of the Company stock until after the first to
occur of (i) the Reorganization becoming effective (whereupon the
Transfer Restrictions will become applicable) or (ii) March 23,
1996.
D. Airlie has requested the Company to agree that it
will waive the Transfer Restrictions (assuming they become
operative) after March 22, 1996 if Airlie at any time thereafter
desires to sell or transfer the Shares.
ACCORDINGLY, premises considered and for the purpose of
prescribing the terms and conditions upon which the parties will
deal with the matters described in paragraphs D and E above, the
Company and Airlie have entered into this agreement.
1. The Reorganization. Contemporaneously with the
execution and delivery of this agreement, Airlie will deliver to
the Company its duly executed proxy (in the form attached hereto
as Exhibit C) granting R. Randolph Devening its irrevocable proxy
to vote its Shares, or execute a shareholder's written consent to
corporate action, in favor of the Reorganization.
2. Buy Sell Restrictions. Airlie agrees that until
after the first to occur of (i) the effective date of the
Reorganization or (ii) March 22, 1996, it will not purchase or
otherwise acquire any additional shares of the Company's stock
nor will it sell, pledge, transfer or otherwise dispose of the
Shares; provided, however, Airlie may distribute the Shares to
its partners subject to this agreement. The foregoing
notwithstanding, the restrictions of this paragraph shall not
apply in the event the Company has an "Ownership Change," as
defined in Section 382(g)(1) of the Code, with respect to its
stock resulting from transfers of the Company's stock between
parties other than Airlie.
3. Transfer Restrictions Waiver. The Company agrees
that it will waive the Transfer Restrictions (assuming they
become operative) after March 22, 1996 if Airlie at any time
thereafter desires to sell or transfer the Shares, or any number
thereof, in any transaction that does not involve an "Owner
Shift" of more than 6.4% within the meaning of Section 382(g)(2)
of the Code. Should Airlie desire to obtain such waiver, it
shall give the Company written notice to that effect, specifying
the number of shares to be transferred and the name of the
proposed transferee, if known, otherwise the name of the broker
or brokers through which the sale is to be made, and within seven
(7) business days thereafter the Company shall provide Airlie its
waiver and consent to the transfer of the Shares or any number
thereof specified in the notice to be transferred.
4. Representations. The Company represents to Airlie
that (i) its Board of Directors has taken such action as is
required by applicable law to approve the execution and delivery
of this agreement and to authorize the transactions contemplated
hereby and (ii) this agreement constitutes the valid and binding
agreement of the Company enforceable in accordance with its
terms. The general partner of Airlie represents to the Company
that it has all power, right and authority to enter into this
agreement on behalf of Airlie and that this agreement constitutes
the valid and binding agreement of Airlie enforceable in
accordance with its terms.
5. Prior Agreement. The Company and Airlie are
parties to that certain Stockholders Agreement dated March 22,
1993 which shall continue in full force and effect except to the
extent there are any conflicts or inconsistencies between this
agreement and the prior agreement, in which case the provisions
of this agreement shall control.
6. Notices. Any notices required or permitted to be
given under this agreement shall be given in writing and shall be
mailed by first class registered or certified mail, overnight
courier or facsimile service, postage prepaid, to the address
given below and shall be deemed given when received:
Airlie: The Airlie Group, L.P.
115 East Putnam Avenue
Greenwich, Connecticut 06830
Attn: Mr. Dort A. Cameron, III
Telephone No. (203) 661-6200
FAX No. (203) 661-0479
with copy to: Mr. Bill Hallman
201 Main Street, Suite 2500
Ft. Worth, Texas 76102
Telephone No.: (817) 878-3543
FAX No. (817) 878-9280
The Company: Doskocil Companies Incorporated
2601 N.W. Expressway, Suite 1000W
Oklahoma City, Oklahoma 73112
Attn: Mr. William Brady
Telephone: (405) 879-5500
FAX: (405) 840-2447
with copy to: McAfee & Taft
A Professional Corporation
10th Floor, Two Leadership Square
Oklahoma City, Oklahoma 73102
Attn: Gary F. Fuller, Esq.
Telephone: (405) 235-9621
FAX: (405) 235-0439
Each party may change its address for purposes of this section by
proper notice to the other in accordance with the provisions of
this section.
7. Governing Law. This agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware, without regard to principles of conflict or choice of
law. The parties hereto agree that exclusive venue with respect
to any action or suit commenced by either of them in connection
with the transactions contemplated by this agreement shall be the
State of Oklahoma.
8. Counterparts. This agreement may be executed in
two or more counterparts, each of which shall be considered an
original for all purposes, but all of them shall constitute but
one agreement binding upon all parties hereto.
EXECUTED as of the date and year first above written.
DOSKOCIL COMPANIES INCORPORATED
By \s\ William L. Brady
______________________________
William L. Brady,
Vice President
THE AIRLIE GROUP, L.P.
By: EBD L.P., General Partner
By: TMT-FW, Inc., General
Partner
By \s\ Dort A. Cameron III
______________________________
Title: General Partner
