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 December 31, 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 NW 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 National Market
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. [ ]
As of March 2, 1995, the aggregate market value of the
voting stock held by non-affiliates of the registrant was
$49,746,210.
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 2, 1995, the number of shares outstanding of the
registrant's common stock, $.01 par value, was 12,433,724 shares.
DOCUMENTS INCORPORATED BY REFERENCE: The Proxy Statement
for the Annual Meeting of Stockholders is incorporated herein by
reference into Part III of this Form 10-K.
<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: May 12, 1995 By:/s/ William L. Brady
William L. Brady
Vice President and
Corporate Controller
<PAGE>
EXHIBIT 20.1
<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, 1994
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>
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, 1994 and
December 31, 1993 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1994 and December 31, 1993 6
Notes to Financial Statements 7
Supplemental Schedules:
Schedule I:
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1994 14
Schedule II:
Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1994 15
<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/ Bryant P. Bynum
Bryant P. Bynum
Plan Administration Committee for
Doskocil Companies Incorporated
Retirement and Profit Sharing Plan
Date: May 12, 1995
<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 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.
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, 1994 and
1993, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted
accounting principles.
Our audits were 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 fund information in Note E is presented for
purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the
auditing procedures applied in the audits 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 L.L.P.
Tulsa, Oklahoma
April 25, 1995
<PAGE>
<TABLE>
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1994 and 1993
<CAPTION>
1994 1993
___________ ___________
ASSETS
<S> <C> <C>
Investments, at fair value:
Common trusts $24,364,230 $24,767,255
Mutual funds 9,009,206 7,551,301
Common stocks - 26,241
Participant loans 1,052,751 738,815
Temporary investment funds 167,662 118,137
___________ ___________
Total investments 34,593,849 33,201,749
___________ ___________
Receivables:
Employer's contribution - 380,000
Accrued interest and other receivables 249 12,537
Cash, non-interest bearing 68,910 12,414
___________ ___________
Total assets 34,663,008 33,606,700
___________ ___________
LIABILITIES
Other payables 51,235 12,227
___________ ___________
Net assets available for plan benefits $34,611,773 $33,594,473
=========== ===========
<FN>
The accompanying notes are an integral
part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the years ended December 31, 1994 and 1993
<CAPTION>
1994 1993
___________ ___________
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 23,965 $ 7,020
Net appreciation in fair value
of investments 997,751 2,086,545
___________ ___________
1,021,716 2,093,565
Less investment expenses (89,455) (32,547)
___________ ___________
932,261 2,061,018
___________ ___________
Contributions:
Employees 3,458,471 1,652,042
Employer 1,193,908 2,162,586
___________ ___________
4,652,379 3,814,628
___________ ___________
Total additions 5,584,640 5,875,646
Deductions from net assets
attributed to:
Participant withdrawals 4,475,263 812,071
Administrative expenses 92,077 -
___________ ___________
Total deductions 4,567,340 812,071
___________ ___________
Net increase 1,017,300 5,063,575
Transfer from merged plan (Note A) - 20,584,364
Net assets available for plan benefits:
Beginning of year 33,594,473 7,946,534
___________ ___________
End of year $34,611,773 $33,594,473
=========== ===========
<FN>
The accompanying notes are an integral
part of the financial statements.
</TABLE>
<PAGE>
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING
PLAN
NOTES TO FINANCIAL STATEMENTS
A. DESCRIPTION OF THE PLAN
The following brief description of the Doskocil Companies
Incorporated Retirement and Profit Sharing Plan (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").
The Plan was modified effective July 1, 1993, as a result of
the merger of the Retirement and Profit Sharing Plan for
Salaried Employees of Wilson Foods Corporation into the
Doskocil Employee Investment Plan. In conjunction with the
merger, certain Plan amendments were approved that also
became effective July 1, 1993.
PARTICIPATION - Prior to July 1, 1993, 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 of the Internal Revenue Code
and is adjusted annually for increases in the cost of living.
For 1994, such maximum amount was $9,240.
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, which was paid September 15,
1994, 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.
PARTICIPANT ACCOUNTS - Each participant's account is credited
with the participant's contribution, allocations of the
Company's contribution and any Plan earnings or losses, and
charged with an allocation of administrative expenses.
Allocations are based on participants' account activity.
Forfeited balances of terminated participants' nonvested
accounts are used to reduce future employer matching
contributions.
INVESTMENT OPTIONS - Participants in the Plan have three
investment options available for their contributions.
Participants may elect to invest in one or more of the three
options, allocating 0% to 100% of their contributions to the
option(s) selected in 10% increments. The options are as
follows:
. 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.
Participants may change their investment options quarterly.
Upon receipt of the employee and employer contributions,
amounts are invested in temporary investment funds, generally
money market funds, until the appropriate transfer of amounts
to the various investment options can be made.
PARTICIPANT LOANS - Participants may borrow from their fund
accounts a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance.
Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Loan Fund. Upon receipt of the
loan transaction amount, the funds are invested in temporary
investment funds, generally money market funds. Loan terms
range from one to five years. The loans are secured by the
balance in the participant's account and bear interest. 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. Interest rates range from
7% to 10.5%. Principal and interest are paid ratably through
monthly payroll deductions.
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 plus actual
earnings thereon. Effective July 1, 1993, all new entrants
to the Plan will vest 100% in the employer contributions
after three years and are at all times fully vested in the
employee contributions.
PARTICIPANT WITHDRAWALS - Upon termination of service, a
participant can elect to receive a lump-sum distribution of
cash equal to the value of his or her account, or can request
quarterly distributions at their discretion up to their
remaining account balance.
In accordance 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 $667,908 and $1,013,127 at December 31,
1994 and 1993, respectively.
PLAN EXPENSES - Effective July 1, 1994, all expenses of
administering the plan are paid by the Plan. Prior to July
1, 1994 administrative expenses, except for investment
expenses, were paid by Doskocil.
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.
B. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan
are prepared following the accrual method of accounting.
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.
RECLASSIFICATIONS - Prior year investment and contribution
amounts have been reclassified to conform with the current
year presentation.
C. INVESTMENTS
The following table includes investments at fair value as of
December 31, 1994 and 1993, representing 5 percent or more of
net assets available for plan benefits as of the end of the
year:
<TABLE>
<CAPTION>
1994 1993
___________ ___________
<S> <C> <C>
The Accel Fund $ 2,426,697 $ 2,366,621
The Beutel Trust Fund 2,541,727 2,642,099
Dietche and Field Group Trust A 2,610,345 2,085,704
Ameritrust Managed Guaranteed
Investment Contract Fund 16,785,461 17,672,830
New York Venture Fund 3,499,685 2,674,694
Vanguard Fixed Income Securities
Fund 3,791,268 3,177,265
</TABLE>
D. TAX STATUS
Prior to the plan merger, the predecessor plans had received
determination letters from the Internal Revenue Service
qualifying those plans under Sections 401(a) and 401(k) of
the Internal Revenue Code ("IRC"). 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.
The Trust is exempt from federal income taxes under the
provisions of Section 501(a).
E. SUPPLEMENTAL FUND INFORMATION
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, 1994
and December 31, 1993.
<TABLE>
<CAPTION>
1994
______________________________________________________________________________
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 $ 52 $ 836 $ 727 $ 2,168 $ 20,182 $ 23,965
Net appreciation (depreciation)
in fair value of investments 4,770 (42,851) (60,505) 1,096,337 - 997,751
_______ ___________ __________ ___________ __________ ___________
4,822 (42,015) (59,778) 1,098,505 20,182 1,021,716
Less investment expenses (2) (37,353) (3,149) (46,865) (2,086) (89,455)
_______ ___________ __________ ___________ __________ ___________
4,820 (79,368) (62,927) 1,051,640 18,096 932,261
Contributions - 1,752,025 1,272,068 1,628,286 - 4,652,379
_______ ___________ __________ ___________ __________ ___________
Total additions 4,820 1,672,657 1,209,141 2,679,926 18,096 5,584,640
Deductions from net assets attributed to:
Participant withdrawals (280) (733,023) (498,506) (3,192,330) (51,124) (4,475,263)
Administrative expenses (1,249) (26,318) (15,430) (43,247) (5,833) (92,077)
Net transfers in (out) (29,858) 254,926 (121,017) (507,414) 403,363 -
_______ ___________ __________ ___________ __________ ___________
Net increase (decrease) (26,567) 1,168,242 574,188 (1,063,065) 364,502 1,017,300
Net assets available for plan benefits:
Beginning of period 26,567 9,296,558 5,548,886 17,934,154 788,308 33,594,473
_______ ___________ __________ ___________ __________ ___________
End of period $ - $10,464,800 $6,123,074 $16,871,089 $1,152,810 $34,611,773
======= =========== ========== =========== ========== ===========
</TABLE>
<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
Net appreciation (depreciation)
in fair value of investments (9,960) 920,828 468,969 706,708 - 2,086,545
_______ __________ __________ ___________ ________ ___________
(9,939) 925,927 468,134 709,220 223 2,093,565
Less investment expenses - (10,729) (28) (21,781) (9) (32,547)
_______ __________ __________ ___________ ________ ___________
(9,939) 915,198 468,106 687,439 214 2,061,018
Contributions - 1,295,436 940,609 1,578,583 - 3,814,628
_______ __________ __________ ___________ ________ ___________
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>
<PAGE>
<TABLE>
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
<CAPTION>
Identity of Issue/ 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 - - - $ - $ 167,662 $ 167,662
Common Trusts:
The Accel Fund 163,000 - - - 2,044,523 2,426,697
The Beutel Trust Fund 176,703 - - - 2,277,602 2,541,727
Dietche and Field Group
Trust A 134,146 - - - 2,283,849 2,610,345
Ameritrust Managed Guaranteed
Investment Contract Fund 1,659,019 - - - 15,240,119 16,785,461
Mutual Funds:
Acorn Fund Inc. MD Com. 46,658 - - - 557,321 571,098
Fidelity Equity - Income Fund 20,405 - - - 621,930 626,428
New York Venture Fund 313,591 - - - 3,682,281 3,499,685
Vanguard Fixed Income Securities
Fund 368,084 - - - 3,980,780 3,791,268
Rowe T. Price Int'l Trust 46,001 - - - 491,645 520,727
Loans to Participants
(installment payments) - various 7-10 1/2% - 1,052,751 1,052,751
_______ ___________ ___________
$ - $32,400,463 $34,593,849
======= =========== ===========
</TABLE>
<PAGE>
<TABLE>
DOSKOCIL COMPANIES INCORPORATED RETIREMENT AND PROFIT SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1994
Current
<CAPTION> Value of
Identity Asset on Net
of Party Purchase Selling Cost of Transaction Gain or
Involved Description of Asset Price Price Asset Date (Loss)
____________ ____________________ __________ __________ __________ ___________ ________
<S> <C> <C> <C> <C> <C> <C>
Series of 5%
Transactions:
______________
State Street Bank New York Venture Fund $2,321,509 $ - $2,321,509 $2,321,509 $ -
& Trust Co. - 1,435,448 1,406,432 1,435,448 29,016
Texas Commerce Ameritrust Managed 1,840,952 - 1,840,952 1,840,952 -
Bank Guaranteed Investment - 3,824,658 3,572,887 3,572,887 251,771
Mellon Bank EB Temporary Investment
Fund 3,117,166 - 3,117,166 3,117,166 -
- 3,067,642 3,067,642 3,067,642 -
Mellon Bank Deposit at Interest 1,342,000 - 1,342,000 1,342,000 -
- 1,342,000 1,342,000 1,342,000 -
</TABLE>
