<PAGE>   1
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

(MARK ONE)

            [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                                       OR

            [ ]  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 0-27818

                             DOANE PET CARE COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                     43-1350515
   (State or Other Jurisdiction of                       (IRS Employer
   Incorporation or Organization)                      Identification No.)


                       210 WESTWOOD PLACE SOUTH, SUITE 400
                               BRENTWOOD, TN 37027
           (Address of Principal Executive Office, Including Zip Code)

                                 (615) 373-7774
              (Registrant's Telephone Number, Including Area Code)

         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 [ ]

         As of August 8, 2001, registrant had outstanding 1,000 shares of common
stock.


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<PAGE>   2

                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                    <C>
Item 1.  Financial Statements

         Unaudited Condensed Consolidated Balance Sheets as of June 30, 2001
         and December 30, 2000.......................................................................   1

         Unaudited Condensed Consolidated Statements of Income for the three
         months and six months ended June 30, 2001 and July 1, 2000..................................   2

         Unaudited Condensed Consolidated Statement of Stockholder's Equity and
         Comprehensive Income for the six months ended June 30, 2001.................................   3

         Unaudited Condensed Consolidated Statements of Cash Flows for the
         six months ended June 30, 2001 and July 1, 2000.............................................   4

         Notes to Unaudited Condensed Consolidated Financial Statements..............................   5

         Independent Accountants' Review Report......................................................   8

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.......................................................................   9

Item 3.  Quantitative and Qualitative Disclosures about Market Risk..................................  13


                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K............................................................  14

Signatures...........................................................................................  15
</TABLE>
<PAGE>   3

                     DOANE PET CARE COMPANY AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PAR VALUE AMOUNTS)

<TABLE>
<CAPTION>
                                                               JUNE 30,     DECEMBER 30,
                                                                 2001          2000
                                                               ---------    ------------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
ASSETS

Current assets:
    Cash and cash equivalents                                  $   3,990     $   3,158
    Accounts receivable, net                                     114,355       125,135
    Inventories, net                                              62,868        73,013
    Deferred tax asset                                            13,610        12,841
    Prepaid expenses and other current assets                      4,788         5,796
                                                               ---------     ---------
        Total current assets                                     199,611       219,943

Property, plant and equipment, net                               255,158       284,705
Goodwill and other intangible assets, net                        348,693       364,108
Other assets                                                      39,527        38,306
                                                               ---------     ---------
        Total assets                                           $ 842,989     $ 907,062
                                                               =========     =========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
    Current maturities of long-term debt                       $  25,192     $  29,826
    Accounts payable                                              81,230       110,696
    Accrued liabilities                                           51,211        53,609
                                                               ---------     ---------
        Total current liabilities                                157,633       194,131

Long-term debt, excluding current maturities                     543,963       543,339
Other long-term liabilities                                        8,935         8,098
Deferred tax liability                                            24,363        35,408
                                                               ---------     ---------
        Total liabilities                                        734,894       780,976
                                                               ---------     ---------
Senior Preferred Stock, 3,000,000 shares authorized,
    1,200,000 shares issued and outstanding                       60,274        55,205
                                                               ---------     ---------
Commitments and contingencies

Stockholder's equity:
    Common stock, $0.01 par value; 1,000 shares authorized,
        issued and outstanding                                        --            --
    Additional paid-in-capital                                   115,635       107,280
    Accumulated other comprehensive income (loss)                (10,089)        1,318
    Accumulated deficit                                          (57,725)      (37,717)
                                                               ---------     ---------
        Total stockholder's equity                                47,821        70,881
                                                               ---------     ---------
        Total liabilities and stockholder's equity             $ 842,989     $ 907,062
                                                               =========     =========
</TABLE>

    See accompanying notes to the unaudited condensed consolidated financial
      statements and accompanying independent accountants' review report.

                                       1
<PAGE>   4

                     DOANE PET CARE COMPANY AND SUBSIDIARIES

              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED       SIX MONTHS ENDED
                                                   ---------------------   ---------------------
                                                    JUNE 30,    JULY 1,    JUNE 30,     JULY 1,
                                                      2001       2000        2001        2000
                                                   ---------   ---------   ---------   ---------
<S>                                                <C>         <C>         <C>         <C>
Net sales                                          $ 222,657   $ 210,688   $ 478,508   $ 415,155
Cost of goods sold                                   176,318     166,971     394,804     314,238
                                                   ---------   ---------   ---------   ---------
      Gross profit                                    46,339      43,717      83,704     100,917

Operating expenses:
    Promotion and distribution                        19,669      17,208      41,037      33,913
    Selling, general and administrative               12,306      11,574      25,491      22,475
    Amortization of intangibles                        3,445       3,159       6,897       5,849
    Non-recurring expenses                             6,662       9,028       6,662       9,028
                                                   ---------   ---------   ---------   ---------
      Income from operations                           4,257       2,748       3,617      29,652
Interest expense, net                                 14,539      12,311      28,874      22,437
Other income, net                                       (427)       (684)       (604)       (821)
                                                   ---------   ---------   ---------   ---------
      Income (loss) before income taxes               (9,855)     (8,879)    (24,653)      8,036
Income tax expense (benefit)                          (3,693)     (1,826)     (9,714)      5,055
                                                   ---------   ---------   ---------   ---------
      Net income (loss)                               (6,162)     (7,053)    (14,939)      2,981
Preferred stock dividends and accretion               (2,574)     (2,273)     (5,069)     (4,477)
                                                   ---------   ---------   ---------   ---------
      Net loss available to common shares          $  (8,736)  $  (9,326)  $ (20,008)  $  (1,496)
                                                   =========   =========   =========   =========
      Basic and diluted net loss per common share  $  (8,736)  $  (9,326)  $ (20,008)  $  (1,496)
                                                   =========   =========   =========   =========
Basic and diluted weighted-average common
    shares outstanding                                 1,000       1,000       1,000       1,000
                                                   =========   =========   =========   =========
</TABLE>

    See accompanying notes to the unaudited condensed consolidated financial
      statements and accompanying independent accountants' review report.

                                       2
<PAGE>   5

                     DOANE PET CARE COMPANY AND SUBSIDIARIES

                  UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF
                  STOCKHOLDER'S EQUITY AND COMPREHENSIVE INCOME
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                  ACCUMULATED
                                               COMMON STOCK         ADDITIONAL       OTHER
                                            -------------------       PAID-IN    COMPREHENSIVE  ACCUMULATED
                                            SHARES       AMOUNT       CAPITAL    INCOME (LOSS)    DEFICIT        TOTAL
                                            ------       ------     ----------   -------------  -----------     --------
<S>                                         <C>          <C>        <C>          <C>            <C>             <C>
Balances at December 30, 2000                1,000       $   --      $ 107,280     $  1,318      $ (37,717)     $ 70,881
   Comprehensive loss:
     Net loss                                   --           --             --           --        (14,939)      (14,939)
     Foreign currency translation, net          --           --             --       (9,958)            --        (9,958)
     Unrealized holding loss, net of
       deferred tax benefit of $873             --           --             --       (1,449)            --        (1,449)
                                                                                                               --------
            Total comprehensive loss                                                                            (26,346)
                                                                                                               --------
   Preferred stock dividends                    --           --             --           --         (4,531)       (4,531)
   Accretion of preferred stock                 --           --             --           --           (538)         (538)
   Parent capital contribution                  --           --          8,355           --             --         8,355
                                             -----       ------      ---------     --------      ---------      --------
Balances at June 30, 2001                    1,000       $   --      $ 115,635     $(10,089)     $ (57,725)     $ 47,821
                                             =====       ======      =========     ========      =========      ========
</TABLE>

    See accompanying notes to the unaudited condensed consolidated financial
      statements and accompanying independent accountants' review report.

                                       3
<PAGE>   6

                     DOANE PET CARE COMPANY AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED
                                                                -----------------------
                                                                JUNE 30,       JULY 1,
                                                                  2001          2000
                                                                ---------     ---------
<S>                                                             <C>           <C>
Cash flows from operating activities:
    Net income (loss)                                           $ (14,939)    $   2,981
    Items not requiring (providing) cash:
      Depreciation                                                 14,208        10,258
      Amortization of intangibles                                   6,897         5,849
      Deferred income tax expense (benefit)                       (10,302)        3,150
      Non-cash interest expense                                     2,372         1,015
      Equity in joint ventures                                       (579)         (615)
      Other non-cash charges (credits), net                         6,360           741
      Changes in current assets and liabilities                   (26,521)      (11,635)
                                                                ---------     ---------
        Net cash provided by (used in) operating activities       (22,504)       11,744
                                                                ---------     ---------
Cash flows from investing activities:
    Capital expenditures                                           (5,870)      (13,024)
    Proceeds from sale of assets                                   19,459            --
    Acquisition related payments, net of cash received                 --      (143,689)
    Other, net                                                     (1,173)       (1,603)
                                                                ---------     ---------
        Net cash provided by (used in) investing activities        12,416      (158,316)
                                                                ---------     ---------
Cash flows from financing activities:
    Net borrowings (payments) under revolving credit
      agreements                                                    4,000        (1,700)
    Proceeds from issuance of long-term debt                       17,055       156,357
    Payments for debt issuance costs                               (2,660)       (2,475)
    Principal payments on long-term debt                          (15,775)       (9,439)
    Parent capital contribution                                     8,355           411
                                                                ---------     ---------
        Net cash provided by financing activities                  10,975       143,154
Effect of exchange rate changes on cash and cash equivalents          (55)          226
                                                                ---------     ---------
        Increase (decrease) in cash and cash equivalents              832        (3,192)
Cash and cash equivalents, beginning of period                      3,158         7,194
                                                                ---------     ---------
Cash and cash equivalents, end of period                        $   3,990     $   4,002
                                                                =========     =========
</TABLE>

    See accompanying notes to the unaudited condensed consolidated financial
       statements and accompanying independent accountants' review report.

                                       4
<PAGE>   7

                     DOANE PET CARE COMPANY AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


 (1)     BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
of Doane Pet Care Company and Subsidiaries (the "Company") do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. The year end condensed
consolidated balance sheet data was derived from audited financial statements.
In the opinion of management, all material adjustments, consisting of normal and
recurring adjustments, have been made which were considered necessary to present
fairly the financial position and the results of operations and cash flows at
the dates and for the periods presented. Certain reclassifications have been
made to previously reported consolidated financial statements to conform with
the fiscal 2001 presentation.

         The accompanying unaudited condensed consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
and notes contained in the Company's 2000 annual report on Form 10-K/A for the
fiscal year ended December 30, 2000 (the "2000 10-K/A"), including related
exhibits. The accounting policies used in preparing these financial statements
are the same as those summarized in the 2000 10-K/A.

         The Company's fiscal year ends on the Saturday nearest to the end of
December. Each month and quarter also end on a Saturday with the second quarters
of fiscal 2000 and 2001 ending on July 1, 2000 and June 30, 2001, respectively.

(2)      INVENTORIES

         A summary of inventories, net of valuation allowances, follows (in
thousands):

<TABLE>
<CAPTION>
                                                 JUNE 30,         DECEMBER 30,
                                                   2001              2000
                                                -----------       ------------
                                                (UNAUDITED)
<S>                                             <C>               <C>
       Raw materials                             $ 25,312           $ 18,889
       Packaging materials                         19,041             25,142
       Finished goods                              18,515             28,982
                                                 --------           --------
            Total                                $ 62,868           $ 73,013
                                                 ========           ========
</TABLE>

(3)      AROVIT ACQUISITION

         On May 10, 2000, the Company acquired A/S Arovit Petfood ("Arovit"),
headquartered in Esbjerg, Denmark, for approximately DKK 1.2 billion ($144.4
million) and assumed indebtedness, net of cash, of approximately DKK 97.0
million ($11.8 million). Arovit manufactures and sells a full range of pet food
products, throughout Europe, for dogs and cats, including wet, dry and treats,
primarily through private label programs.

         Set forth below is certain unaudited pro forma consolidated financial
information of the Company for the six months ended July 1, 2000 that has been
adjusted to reflect the Company's acquisition of Arovit as if such transaction
occurred at January 2, 2000 (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED
                                                                JULY 1, 2000
                                                              ----------------
<S>                                                           <C>
       Net sales                                                $ 465,574
       Net income                                                   2,164
       Basic and diluted net loss per common share                 (2,313)
</TABLE>

                                       5
<PAGE>   8

                     DOANE PET CARE COMPANY AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


         The pro forma financial data above is based on certain assumptions and
estimates; and therefore, does not purport to be indicative of the results that
would actually have been obtained had the acquisition of Arovit been completed
as of such dates or indicative of future results of operations and financial
position.

(4)      ISSUANCE OF LONG-TERM DEBT

         In March 2001, the Company refinanced $25.0 million of indebtedness
under its existing senior credit facility with loans and warrants from
shareholders of its parent, Doane Pet Care Enterprises, Inc. (the "Sponsor
Facility"). The Sponsor Facility was used to pay down the senior credit
facility, and permanently reduced the commitment under the revolving credit
facility from $100.0 million to $75.0 million. In connection with the
refinancing, the Company also entered into an amendment of its senior credit
facility (the "Amendment"). The Amendment reduced the financial covenant
requirements for the two years ended December 31, 2002. The Company is in
compliance with the revised covenants as of June 30, 2001.

         The Amendment also contained the following new provisions: 1) a $15.0
million reduction in the commitments under the revolving credit facility until
certain financial performance tests are achieved, which the Company does not
believe will be met in 2001; 2) a restriction whereby the Company can incur no
more than $2.5 million of indebtedness incremental to the current availability
under its debt agreements; 3) a limit on the amount of future capital
expenditures to $22.5 million per year for the calendar years 2001 and 2002; 4)
a limit on other investing activities; 5) a 0.5% increase in the interest rate
under the senior credit facility until certain financial performance targets are
achieved and once achieved, a 0.25% reduction in the interest rate; 6) payment
of certain fees and expenses associated with the Amendment; and 7) restrictions
on repayments under the Sponsor Facility.

         The Sponsor Facility is a senior unsecured loan bearing interest at
15.0%. Principal and accrued interest under the loan are due on March 15, 2007.
The Amendment restricts the payment of any interest or principal on the Sponsor
Facility until the ratio of the Company's Average Senior Debt to EBITDA, as
defined in the Amendment, calculated on a pro forma basis giving effect to any
such principal or interest payments, is no greater than 2.75 to 1.00 and the
Company maintains at least $35.0 million of credit availability (the "Payment
Test"). The Sponsor Facility requires that all unpaid interest and principal be
paid at the end of each quarter in which the Payment Test is achieved, to the
extent allowed by the senior credit facility. The Company does not believe any
payments will be made on the Sponsor Facility in 2001. The Company's Parent
issued warrants in connection with the Sponsor Facility that give the
warrantholders the right to purchase 30.0% of the outstanding stock of the
Company's Parent on a fully diluted basis for a nominal amount.

(5)      SALE OF CERTAIN BUSINESS ASSETS

         In the second quarter of fiscal 2001, the Company sold its Perham,
Minnesota dry dog and cat food facility and related assets, including the
Tuffy's brand, for approximately $7.0 million. In addition, the Company also
sold its Deep Run domestic wet pet food business and related assets, other than
real estate, for approximately $13.9 million. The Company recognized a $4.5
million net loss on the sale of these assets, which is included as a portion of
non-recurring expenses for the second quarter of fiscal 2001.

                                       6
<PAGE>   9

(6)      ACCRUALS FOR RESTRUCTURING COSTS

         As of December 30, 2000, the Company had $6.5 million of accruals for
restructuring costs. In the second quarter of fiscal 2001, the Company accrued
$5.1 million associated with the sale of certain business assets and corporate
restructuring costs. The Company sold two businesses, closed three plants,
completed certain corporate restructuring and as a result, terminated 312
employees in the six months ended June 30, 2001. During the three months and six
months ended June 30, 2001, the Company made cash payments of approximately $2.2
million and $3.0 million, respectively, related to restructuring charges. At
June 30, 2001, the Company had $8.6 million of remaining restructuring accruals
of which it expects to pay $5.4 million in fiscal 2001, $2.1 million in fiscal
2002 and the remainder in fiscal 2003.

(7)      COMMITMENTS AND CONTINGENCIES

         The Company is party, in the ordinary course of business, to claims and
litigation. In management's opinion, the resolution of such matters is not
expected to have a material impact on the future financial condition, results of
operations or cash flows of the Company.

                                       7
<PAGE>   10

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT

The Board of Directors
Doane Pet Care Company


We have reviewed the condensed consolidated balance sheet of Doane Pet Care
Company and Subsidiaries as of June 30, 2001, the related condensed consolidated
statements of income for the three-month and six-month periods ended June 30,
2001 and July 1, 2000, the condensed consolidated statement of stockholder's
equity and comprehensive income for the six-month period ended June 30, 2001 and
the condensed consolidated statements of cash flows for the six-month periods
ended June 30, 2001 and July 1, 2000. These condensed consolidated financial
statements are the responsibility of the Company's management.

We have conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with accounting principles generally accepted in the
United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Doane Pet Care Company and Subsidiaries as of December 30, 2000, and the related
consolidated statements of income, stockholder's equity and comprehensive income
and cash flows for the year then ended (not presented herein); and in our report
dated March 29, 2001, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 30, 2000 is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.


                                                      /s/ KPMG LLP

Houston, Texas
August 3, 2001

                                       8
<PAGE>   11

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

FORWARD-LOOKING STATEMENTS

         This quarterly report on Form 10-Q contains certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21B of the Securities Exchange Act of 1934, as amended,
which are based on management's current views and assumptions regarding future
events and financial performance. All statements other than statements of
historical facts included in this report are forward-looking statements. Readers
should not place undue reliance on any forward-looking statements, which speak
only as of the date made. Although the Company believes the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. It is
important to note that results could differ materially from those projected in
such forward-looking statements. Information concerning factors that could cause
actual results to differ materially from those in such forward-looking
statements is contained in sections "Forward-Looking Statements" and "Risk
Factors" in Item 1 of our 2000 10-K/A.

RESULTS OF OPERATIONS

         Readers are encouraged to consider carefully the accompanying unaudited
condensed consolidated financial statements and related notes contained
elsewhere in this quarterly report on Form 10-Q and our consolidated financial
statements and related notes contained in our 2000 10-K/A as they read the
discussion below (table in thousands, except percentages):

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED                             SIX MONTHS ENDED
                                          ----------------------------------------      ----------------------------------------
                                            JUNE 30, 2001           JULY 1, 2000          JUNE 30, 2001           JULY 1, 2000
                                          -----------------      -----------------      -----------------      -----------------
<S>                                       <C>         <C>        <C>         <C>        <C>         <C>        <C>         <C>
Net sales                                 $222,657    100.0%     $210,688    100.0%     $478,508    100.0%     $415,155    100.0%
Cost of goods sold                         176,318     79.2       166,971     79.3       394,804     82.5       314,238     75.7
                                          --------    -----      --------    -----      --------    -----      --------    -----
     Gross profit                           46,339     20.8        43,717     20.7        83,704     17.5       100,917     24.3
Operating expenses:
   Promotion and distribution               19,669      8.8        17,208      8.2        41,037      8.6        33,913      8.2
   Selling, general and administrative      12,306      5.5        11,574      5.5        25,491      5.3        22,475      5.4
   Amortization of intangibles               3,445      1.6         3,159      1.4         6,897      1.4         5,849      1.4
   Non-recurring expenses                    6,662      3.0         9,028      4.3         6,662      1.4         9,028      2.2
                                          --------    -----      --------    -----      --------    -----      --------    -----
     Income from operations                  4,257      1.9         2,748      1.3         3,617      0.8        29,652      7.1
Interest expense, net                       14,539      6.5        12,311      5.7        28,874      6.1        22,437      5.4
Other income, net                             (427)    (0.2)         (684)    (0.2)         (604)    (0.1)         (821)    (0.2)
                                          --------    -----      --------    -----      --------    -----      --------    -----
     Income (loss) before income taxes      (9,855)    (4.4)       (8,879)    (4.2)      (24,653)    (5.2)        8,036      1.9
Income tax expense (benefit)                (3,693)    (1.6)       (1,826)    (0.9)       (9,714)    (2.1)        5,055      1.2
                                          --------    -----      --------    -----      --------    -----      --------    -----
     Net income (loss)                    $ (6,162)    (2.8)%    $ (7,053)    (3.3)%    $(14,939)    (3.1)%    $  2,981      0.7%
                                          ========    =====      ========    =====      ========    =====      ========    =====
</TABLE>

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JULY 1, 2000

         Net sales. Our net sales in the second quarter of 2001 increased 5.7%
to $222.7 million from $210.7 million in the comparable 2000 period primarily
due to the impact of the acquisition of A/S Arovit Petfood ("Arovit") in May
2000. Excluding the impact of this acquisition, net sales for the 2001 period
were comparable with the 2000 period. The impact on net sales of our price
increase implemented in the first quarter of 2001 was offset by the sale of our
Deep Run domestic wet pet food business and our dry pet food operation located
in Perham, Minnesota (collectively, "the divestitures"). See Note 5 - "Sale of
Certain Business Assets" to our unaudited condensed consolidated financial
statements included herein and "Inflation and Changes in Prices."

         Gross profit. Our gross profit in the second quarter of 2001 increased
$2.6 million to $46.3 million from $43.7 million in the comparable 2000 period
primarily due to the impact of the Arovit acquisition as well as the closure of
certain inefficient manufacturing facilities and manufacturing efficiencies
achieved at our remaining plants. This increase also resulted from $2.2 million
favorable impact caused by the volatility of commodity prices under the SFAS 133
fair value accounting of our

                                       9
<PAGE>   12

commodity derivative instruments. Such accounting resulted in a $2.3 million
increase in our cost of goods sold for the second quarter of 2001 compared to a
$4.5 million increase in our cost of goods sold in the same 2000 period. These
favorable items affecting our gross margin were partially offset by higher
commodity, packaging, utility and healthcare costs as well as an unfavorable
global sales mix.

         Promotion and distribution. Promotion and distribution expenses for the
second quarter of 2001 increased 14.3% to $19.7 million from $17.2 million in
the comparable 2000 period primarily due to the Arovit acquisition.

         Selling, general and administrative. Selling, general and
administrative expenses for the second quarter of 2001 increased 6.3% to $12.3
million from $11.6 million in the comparable 2000 period primarily due to the
Arovit acquisition. Excluding the impact of the Arovit acquisition, selling,
general and administrative expenses decreased primarily due to lower costs
resulting from corporate restructurings and other cost savings initiatives.
These favorable items decreasing our selling, general and administrative
expenses were partially offset by annual wage increases and higher healthcare
costs. The expected annualized future benefits from the workforce reduction
associated with the divestitures is approximately $1.2 million commencing in the
third quarter of fiscal 2001.

         Amortization of intangibles. Amortization expense for the second
quarter of 2001 increased 9.1% to $3.4 million from $3.2 million in the
comparable 2000 period primarily due to the Arovit acquisition.

         Non-recurring expenses. Non-recurring expenses of $6.7 million for the
second quarter of 2001 consist of a $4.5 million net loss on the sale of certain
business assets related to the divestitures, and a $2.2 million charge
associated with a workforce reduction following the divestitures. See Note 5 -
"Sale of Certain Business Assets" to our unaudited condensed consolidated
financial statements included herein.

         Interest expense, net. Interest expense, net of interest income, for
the second quarter of 2001 increased 18.1% to $14.5 million from $12.3 million
in the comparable 2000 period primarily due to the borrowings obtained in May
2000 to finance the Arovit acquisition. In addition, this increase was partially
due to the issuance of long-term debt in March 2001. See Note 4 - "Issuance of
Long-Term Debt" to our unaudited condensed consolidated financial statements
included herein. The impact of this increase in our outstanding indebtedness on
interest expense was partially offset by a decrease in interest rates associated
with our floating rate debt in the 2001 period compared to the 2000 period.

         Income tax benefit. We recognized income tax benefits of $3.7 million
in the second quarter of 2001 and $1.8 million in the comparable 2000 period.
The Company's effective tax rate is different from the combined federal and
state statutory rate of 38.9% due to items which are not deductible for tax
purposes, primarily certain goodwill amortization.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JULY 1, 2000

         Net sales. Our net sales in the six months ended June 30, 2001
increased 15.3% to $478.5 million from $415.2 million in the comparable 2000
period primarily due to the impact of the Arovit acquisition in May 2000.
Excluding the impact of this acquisition, net sales for the 2001 period
increased 3.3% over the comparable 2000 period primarily due to an increase in
volume sold and a price increase implemented in the first quarter of 2001. The
divestitures partially offset the increase in net sales. See Note 5 - "Sale of
Certain Business Assets" to our unaudited condensed consolidated financial
statements included herein and "Inflation and Changes in Prices."

         Gross profit. Our gross profit in the six months ended June 30, 2001
decreased $17.2 million to $83.7 million from $100.9 million in the comparable
2000 period primarily due to the unfavorable impact caused by the volatility of
commodity prices under the SFAS 133 fair value accounting of our commodity
derivative instruments. Such accounting resulted in a $10.1 million increase in
our cost of goods sold in the 2001 period compared to a $1.2 million reduction
in our cost of goods sold in the same 2000 period, which accounts for $11.3
million of the $17.2 million reduction in gross profit. In addition, our gross
margin was affected by significantly higher commodity costs in the 2001 period
primarily due to the impact

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of the BSE ("mad cow disease") scare in Europe, a substantial increase in
utility costs and an increase in annual wages and healthcare costs.
Partially offsetting the shortfall was the favorable impact of the Arovit
acquisition on the 2001 period as well as the closure of certain inefficient
manufacturing facilities and manufacturing efficiencies achieved at our
remaining plants.

         Promotion and distribution. Promotion and distribution expenses for the
six months ended June 30, 2001 increased 21.0% to $41.0 million from $33.9
million in the comparable 2000 period primarily due to the Arovit acquisition.

         Selling, general and administrative. Selling, general and
administrative expenses for the six months ended June 30, 2001 increased 13.4%
to $25.5 million from $22.5 million in the comparable 2000 period primarily due
to the Arovit acquisition. Excluding the impact of the Arovit acquisition,
selling, general and administrative expenses decreased due to lower costs
resulting from corporate restructurings and other cost savings initiatives.
These favorable items decreasing selling, general and administrative expenses
were partially offset by annual wage increases and higher healthcare costs. The
expected annualized future benefits from the workforce reduction associated with
the divestitures is approximately $1.2 million commencing in the third quarter
of fiscal 2001.

         Amortization of intangibles. Amortization expense for the six months
ended June 30, 2001 increased 17.9% to $6.9 million from $5.8 million in the
comparable 2000 period primarily due to the Arovit acquisition.

         Non-recurring expenses. Non-recurring expenses of $6.7 million for the
six months ended June 30, 2001 consist of a $4.5 million net loss on the sale of
certain business assets related to the divestitures and a $2.2 million charge
associated with a workforce reduction following the divestitures. See Note 5 -
"Sale of Certain Business Assets" to our unaudited condensed consolidated
financial statements included herein.

         Interest expense, net. Interest expense, net of interest income, for
the six months ended June 30, 2001 increased 28.7% to $28.9 million from $22.4
million in the comparable 2000 period primarily due to the borrowings obtained
in May 2000 to finance the Arovit acquisition. In addition, this increase was
partially due to the issuance of long-term debt in March 2001. See Note 4 -
"Issuance of Long-Term Debt" to our unaudited condensed consolidated financial
statements included herein. The impact of this increase in our outstanding
indebtedness on interest expense was partially offset by a decrease in interest
rates associated with our floating rate debt in the 2001 period compared to the
2000 period.

         Income tax expense (benefit). We recognized an income tax benefit of
$9.7 million in the six months ended June 30, 2001 and income tax expense of
$5.1 million in the comparable 2000 period. The Company's effective tax rate is
different from the combined federal and state statutory rate of 38.9% due to
items which are not deductible for tax purposes, primarily certain goodwill
amortization.

LIQUIDITY AND CAPITAL RESOURCES

         We have historically funded our operations, capital expenditures and
working capital requirements from cash flows from operations, bank borrowings
and industrial development revenue bonds. We had working capital of $42.0
million at June 30, 2001. As of June 30, 2001, we had borrowing capacity of
$45.8 million under our revolving credit agreements, which was net of $2.6
million for outstanding letters of credit.

         The net cash used in our operating activities was $22.5 million in the
six months ended June 30, 2001 compared to $11.7 million provided by our
operating activities in the 2000 period. This decrease was primarily due to
lower earnings before income taxes, higher interest paid and working capital
utilization.

         The net cash provided by our investing activities was $12.4 million in
the six months ended June 30, 2001 compared to $158.3 million used in our
investing activities in the 2000 period. The 2001 period increase results from
proceeds received on the sale of assets and a reduction in our capital
expenditures

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<PAGE>   14

over the 2000 period. See Note 5 - "Sale of Certain Business Assets" to our
unaudited condensed consolidated financial statements included herein.

         The net cash provided by our financing activities was approximately
$11.0 million in the six months ended June 30, 2001 compared to $143.2 million
for the 2000 period. See "Note 4 - Issuance of Long-Term Debt" to our unaudited
condensed consolidated financial statements included herein.

         We are highly leveraged and have significant cash requirements for debt
service relating to our senior credit facility, Sponsor Facility, senior
subordinated notes, foreign debt and industrial development revenue bonds. See
"Note 9 - Long-Term Debt" to our 2000 10-K/A. Our ability to borrow is limited
by the senior credit facility and the limitations on the incurrence of
additional indebtedness in the indenture governing our senior subordinated
notes. We anticipate our operating cash flows, together with amounts available
to us under our senior credit facility, will be sufficient to finance working
capital requirements, debt service requirements and capital expenditures through
fiscal 2001.

         We believe the credit availability under the amended senior credit
facility provides the necessary liquidity for operational and investment
requirements in the current operating environment. We also believe the capital
expenditures permitted under the amended senior credit facility will provide us
with the necessary flexibility to spend required maintenance capital and at the
same time fund planned expansion and customer requirements over the next two
years.

COMMITMENTS AND CONTINGENCIES

         We believe our operations are in material compliance with
environmental, safety and other regulatory requirements; however, we cannot
provide assurance these requirements will not change in the future or we will
not incur material costs in the future to comply with these requirements or in
connection with the effect of these matters on our business.

EURO

         Effective January 1, 1999, 11 of the 15 countries comprising the
European Union began a transition to a single monetary unit, the "Euro," which
is to be completed by July 1, 2002. Our European operations are in the process
of converting to the Euro. Some of our operations in Europe are now invoicing in
Euros, and as of January 1, 2002, all of our operations and information
technology systems, in the European countries involved, will be converted to the
Euro. These systems are currently being modified to meet the requirements. We do
not believe the conversion to the Euro will have a material effect on our
operations or financial condition taken as a whole.

INFLATION AND CHANGES IN PRICES

         Our financial results depend to a large extent on the costs of raw
materials and packaging and our ability to pass along increased costs to our
customers. Historically, market prices for commodity grains and food stocks have
fluctuated in response to a number of factors, including changes in government
farm support programs, changes in international agricultural trading policies,
impacts of disease breakouts in protein sources and weather conditions during
the growing and harvesting seasons. Fluctuations in paper prices, which affect
our costs for packaging materials, have resulted from changes in supply and
demand, general economic conditions and other factors. In addition, we have
exposure to changes in pricing of natural gas, which affects our manufacturing
costs. We cannot assure you that our results of operations will not be exposed
to volatility in the commodity and natural gas market.

         In the event of any increases in raw materials, packaging and natural
gas costs, we may be required to increase sales prices for our products to avoid
margin deterioration. We cannot assure you of the timing or extent of our
ability to implement future price adjustments in the event of increased raw
materials, packaging and natural gas costs or of whether any price increases
implemented by us may affect the volumes of future shipments to our customers.

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<PAGE>   15

         In the first six months of fiscal 2001, the Company implemented a price
increase consistent with recent industry announcements, which covered
non-commodity inflationary increases.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In July 2001, the FASB issued Statement on Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets," (SFAS 142) which will
be effective for our company as of the beginning of fiscal 2002. SFAS 142
requires goodwill and other intangible assets with indefinite lives no longer be
amortized. SFAS 142 further requires the fair value of goodwill and other
intangible assets with indefinite lives be tested for impairment upon adoption
of this statement, annually and upon the occurrence of certain events, and be
written down to fair value if considered impaired. Our management estimates the
adoption of SFAS 142 will result in the elimination of annual amortization
expense related to goodwill and other intangible assets, including trademarks,
in the amount of approximately $14.0 million, or $8.6 million net of tax;
however, due to the extensive effort required to comply with SFAS 142, the
impact of related impairment, if any, on our financial position or results of
operations has not yet been determined.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We are exposed to market risks, which are the potential losses arising
from adverse changes in market prices and rates. Our market risks could arise
from changes in commodity and natural gas prices, interest rates and foreign
currency exchange rates.

         Commodity and natural gas price risk. We manage our commodity and
natural gas price risk associated with market fluctuations by using derivative
instruments for portions of our corn, soybean meal and natural gas purchases,
principally through exchange traded futures and options contracts. The terms of
these contracts are generally less than one year. We settle positions either by
financial settlement with the exchanges or by exchange for the physical
commodity, in which case, we deliver the contract against the acquisition of the
physical commodity. We do not enter into derivative instruments for trading or
speculative purposes.

         Based upon an analysis we completed as of June 30, 2001 in which we
utilized our actual derivative contractual volumes and assumed a 5% adverse
movement in commodity and natural gas prices, we determined the potential
decrease in the fair value of our derivative instruments would not have a
material adverse effect on our financial position, results of operations or cash
flows.

         Interest rate risk. We are subject to market risk exposure related to
changes in interest rates. We periodically use interest rate swap contracts
(hedges) to limit our exposure to the interest rate risk associated with our
floating rate debt, which was $383.8 million at June 30, 2001. At June 30, 2001,
$124.5 million of our floating rate debt was hedged by interest rate swap
contracts. Changes in market values of these financial instruments are highly
correlated with changes in market values of the hedged item both at inception
and over the life of the contract. Gains and losses on interest rate swap
contracts are recorded in accumulated other comprehensive income (loss) in the
accompanying unaudited condensed consolidated financial statements included
herein. Amounts received or paid under interest rate swap contracts are recorded
as reductions or additions to interest expense. We had a cumulative deferred
loss on our interest rate swap contracts of $1.4 million, net of deferred tax
benefit of $0.9 million, at June 30, 2001.

         Accordingly, our net income is affected by changes in interest rates.
Assuming our current level of floating rate debt and interest rate swap
contracts, a 100 basis point increase in interest rates would increase our net
loss by approximately $0.4 million and $0.8 million for the three months and six
months ended June 30, 2001 respectively. In addition, such a change would result
in a decrease of approximately $9.8 million in the fair value of our fixed rate
debt at June 30, 2001. In the event of an adverse change in interest rates, we
could take action to mitigate our exposure; however, due to the uncertainty of
the actions that would be taken and their possible effects, this analysis
assumes no such actions. Furthermore, this analysis does not consider the
effects of the change in the level of overall economic activity that could exist
in such an environment.

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         Foreign currency exchange risk. Our earnings and financial position are
affected by foreign currency exchange rate fluctuations. We currently have
operations in Europe that sell pet food products throughout Europe and export to
Japan. In connection with our acquisition of Arovit, we funded a portion of the
acquisition with Euro-denominated debt and designated our Euro-denominated debt
as a hedge of our net investment in Europe. As of June 30, 2001, the cumulative
translation adjustment for the net investment in our foreign operations was a
net loss of $8.9 million, which includes a gain of $3.9 million for the
translation of our Euro-denominated debt to U.S. dollars. The cumulative
translation adjustment is recorded in accumulated other comprehensive income
(loss) in the accompanying unaudited condensed consolidated financial statements
included herein.

         We are exposed to foreign currency exchange risk arising from
transactions in the normal course of business within Europe. To mitigate the
risk from foreign currency exchange rate fluctuations in those transactions, we
enter into foreign currency forward contracts for the purchase or sale of a
currency. Accordingly, changes in market values of these financial instruments
are highly correlated with the changes in market values of the hedged item both
at inception and over the life of the contracts. Gains and losses on foreign
currency forward contracts are recorded in accumulated other comprehensive
income (loss) in the accompanying unaudited condensed consolidated financial
statements included herein. At June 30, 2001, we had a cumulative deferred gain
on foreign currency forward contracts of $0.3 million, net of deferred tax
expense of $0.1 million. We had open foreign currency forward contracts at June
30, 2001 maturing within the next 12 months with a notional value of $6.3
million and a fair value loss of $0.8 million.


PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

            None.

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                                   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 thereunto duly authorized.

                                                  DOANE PET CARE COMPANY

Dated:  August 8, 2001                    By: /s/ PHILIP K. WOODLIEF
                                             -----------------------------------
                                             Philip K. Woodlief
                                             Vice President Finance and
                                               Chief Financial Officer

Dated:  August 8, 2001                    By: /s/ STEPHEN P. HAVALA
                                             -----------------------------------
                                             Stephen P. Havala
                                             Corporate Controller and
                                               Principal Accounting Officer

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