UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED DCSTATES ~~20549~~SECURITIES AND EXCHANGE COMMISSION

~~Form 8-K~~Washington, D.C. 20549

~~CURRENT REPORT~~Form 8-K ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ofREPORT PURSUANT ~~Report~~TO ~~(Date~~SECTION of13 ~~earliest~~OR ~~event reported~~15(d) ~~April 25,~~OF ~~2006~~THE SECURITIES EXCHANGE ACT OF 1934

~~Doane~~Date ~~Pet~~of ~~Care~~Report ~~Company~~(Date of earliest event reported) May 12, 2006

~~(Exact~~Doane ~~Name~~Pet ofCare ~~Registrant as Specified in Charter)~~Company

~~Delaware~~ (~~State~~Exact orname ~~Other Jurisdiction~~ of ~~Incorporation)~~registrant ~~0-27818~~as ~~(Commission~~specified ~~File~~in ~~Number)~~its ~~43-1350515 (IRS Employer Identification No.~~charter)

~~210~~Delaware ~~Westwood~~(State ~~Place~~or ~~South,~~other ~~Suite~~jurisdiction ~~400~~of ~~Brentwood,~~incorporation) TN0-27818 (~~Address~~Commission offile ~~Principal Executive Offices~~number) ~~37027~~43-1350515 (~~Zip~~IRS ~~Code~~employer identification no.)

~~Registrant’s~~210 ~~telephone~~Westwood ~~number~~Place South, ~~including~~Suite ~~area~~400 ~~code:~~Brentwood, TN (~~615~~Address of principal executive offices) ~~373-7774~~ 37027 (Zip code)

~~NOT~~Registrant’s ~~APPLICABLE (Former~~telephone ~~name or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last report.~~(615) 373-7774

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section 1—Registrant’s~~TABLE ~~Business~~OF ~~and Operations Item 1.01. Entry into a Material Definitive Agreement.~~ CONTENTS

OnItem ~~April 25,~~2.02. ~~2006,~~Results ~~Doane~~of ~~Pet~~Operation ~~Care Company (the “Company”)~~ and ~~its~~Financial ~~parent~~Condition ~~corporation,~~Item ~~Doane Pet Care Enterprises, Inc~~9.01. ~~(“Enterprises”),~~Financial ~~entered~~Statements ~~into an Agreement~~ and ~~Plan~~Exhibits ofSIGNATURES ~~Merger~~EXHIBIT ~~(the “Merger~~INDEX ~~Agreement”)~~Press ~~with~~Release ~~Mars,~~dated ~~Incorporated~~May ~~(“Mars”)~~16, ~~pursuant~~2006 toPress ~~which~~Release ~~Mars~~dated ~~will~~May ~~acquire~~12, ~~all of the outstanding stock of Enterprises.~~ 2006

The acquisitionTable of Enterprises’ outstanding stock by Mars will be effected through the merger of MVA I Corp., a Delaware corporation formed by Mars to effect the transaction, with and into Enterprises. In accordance with the Merger Agreement, consummation of the transaction is subject to customary terms and conditions, including, but not limited to, regulatory approvals. Contents

Completion of the transaction will constitute a change of control of the Company, triggering repayment or redemption obligations under the Company’s senior credit facility and governing documents of certain of its securities. In connection with, and subject to consummation of, the transaction, the Company intends to commence tender offers for all of its Senior Notes due 2010 and its Senior Subordinated Notes due 2015. The Company will also solicit consents to certain amendments to the indentures for those notes. Subject to the terms and conditions of the tender offer and consent solicitation, the total consideration to be paid for each validly tendered 2010 Senior Note and 2015 Senior Subordinated Note will be paid in cash and calculated based in part on the present value of the required payments to, and the redemption premium payable as of, MarchSection ~~1, 2007~~2—Financial ~~(in the case of the 2010 Senior Notes) and November 15, 2010 (in the case of the 2015 Senior Subordinated Notes) and a discount rate equal to the yield of the 3~~Information.~~375% U. S. Treasury Security~~ due February 28, 2007 (in the case of the 2010 Senior Notes) and the 4.5% U.S. Treasury Security due November 15, 2010 (in the case of the 2015 Senior Subordinated Notes), plus in each case 50 basis points. The debt tender offers will only be made pursuant to definitive tender offer materials that will be distributed to the Company’s note holders. The detailed methodology for calculating the total tender offer consideration will be included in those materials.

~~The Company is also party to other agreements in the ordinary course of business that may contain change of control provisions~~Item 2.02. ~~Under~~Results ~~these agreements, completion~~ of ~~the~~Operation ~~transaction~~and ~~may require~~Financial ~~the Company to take certain actions or obtain necessary consents~~Condition.

~~Section 7—Regulation FD~~ On ~~Item~~May 716, 2006, Doane Pet Care Company (the “Company”) issued a press release with respect to its quarterly earnings for the first quarter of fiscal 2006.~~01.~~ ~~Regulation~~The press release is furnished as Exhibit FD99.1 ~~Disclosure~~to this Current Report on Form 8-K and is incorporated by reference herein.

OnIn ~~April 26,~~the ~~2006~~press release, the Company ~~and~~refers to a non-GAAP financial measure called Adjusted ~~Mars~~EBITDA ~~issued~~as a ~~joint~~supplemental ~~press~~disclosure ~~release~~to ~~announcing~~GAAP cash flows from operating activities. Management believes that Adjusted EBITDA is a useful presentation to investors in addition to GAAP cash flows from operating activities because of the ~~execution~~significant impact working capital fluctuations can have on reported GAAP cash flows from operating activities. Management also believes Adjusted EBITDA is an analytical indicator of cash generated for purposes of assessing the ~~Merger~~Company’s ability to ~~Agreement~~service its debt and fund capital expenditures. AIn ~~copy~~addition, management believes that Adjusted EBITDA is of interest to the ~~press~~Company’s ~~release~~investors and lenders because it is ~~attached~~the asbasis ~~Exhibit 99~~for the calculation of the financial covenant tests under the Company’s senior credit facility.1 The Company’s management uses Adjusted EBITDA to ~~this~~evaluate ~~Current~~its ~~Report~~business, onto ~~Form~~allocate resources and ~~8-K~~capital and isto ~~incorporated~~measure byperformance ~~reference~~for ~~into~~incentive ~~this~~compensation ~~Item 7~~purposes.01 Adjusted EBITDA should be considered in addition to, not as a substitute for, GAAP cash flows from operating activities.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as(“Exchange ~~amended,~~Act”) or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference ~~into~~in any filing under the Securities Act of 1933 or the Exchange Act, ~~each as amended,~~ except as shall be expressly set forth by specific reference in such a filing.

Section 97—~~Financial Statements and Exhibits Item~~Regulation 9FD.~~01. Financial Statements and Exhibits.~~

~~(c)~~Item ~~Exhibits~~7.01. Regulation FD Disclosure.

99On May 12, 2006, the Company issued a press release announcing cash tender offers and related consent solicitations with respect to its 10¾% Senior Notes due 2010 and its 10⅝% Senior Subordinated Notes due 2015.~~1 Press~~ ~~Release~~The ~~Dated~~press ~~April~~release is furnished as Exhibit ~~26,~~99.2 ~~2006~~to this Current Report on Form 8-K and is incorporated by reference herein.

~~SIGNATURES~~ In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Pursuant~~Section 9—Financial toStatements ~~the~~and ~~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~~Exhibits.

~~DOANE PET CARE COMPANY By: /s/ PHILIP K~~Item 9. ~~WOODLIEF Philip K~~01. ~~Woodlief~~Financial ~~Vice~~Statements ~~President, Finance~~ and ~~Chief Financial Officer~~Exhibits.

~~Date: May~~ (a) ~~1, 2006~~Exhibits

EXHIBIT INDEX


99.1		Press Release Dated May 16, 2006

99.2		Press Release Dated May 12, 2006

Exhibit
Index		Description
99.1		Press Release Dated April 26, 2006

SIGNATURES

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.


		DOANE PET CARE COMPANY

		By:		/s/ PHILIP K. WOODLIEF

				Philip K. Woodlief
				Vice President, Finance and Chief Financial Officer

		By:		/s/ STEPHEN P. HAVALA

				Stephen P. Havala
				Corporate Controller and Principal Accounting Officer

Date: May 16, 2006

EXHIBIT INDEX


Exhibit
Index		Description

99.1		Press Release Dated May 16, 2006

99.2		Press Release Dated May 12, 2006

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

Table of Contents

Table of Contents

Filing Compare · DOANE PET CARE CO