-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MMq7TvKaT3OJIpBeyaiSYRLJ3TkbLTA89LnYQbY21xqHeJphHvZZKkz9kcaX1Hb9 jY8W68LQp7VSmGrn2QO1zQ== 0000004960-95-000002.txt : 19950414 0000004960-95-000002.hdr.sgml : 19950406 ACCESSION NUMBER: 0000004960-95-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950307 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950405 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOSKOCIL COMPANIES INC CENTRAL INDEX KEY: 0000004960 STANDARD INDUSTRIAL CLASSIFICATION: SAUSAGE, OTHER PREPARED MEAT PRODUCTS [2013] IRS NUMBER: 132535513 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07803 FILM NUMBER: 95527147 BUSINESS ADDRESS: STREET 1: 2601 NW EXPRESSWAY STREET 2: SUITE 1000W CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 BUSINESS PHONE: 4058795500 FORMER COMPANY: FORMER CONFORMED NAME: AEICOR INC DATE OF NAME CHANGE: 19831012 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPORT INDUSTRIES INC DATE OF NAME CHANGE: 19780525 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPORT ISBRANDTSEN CO INC DATE OF NAME CHANGE: 19740711 8-K 1 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 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 EX-1 2 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 -----END PRIVACY-ENHANCED MESSAGE-----