<PAGE>   1




                                    FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 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 NO. 333-37081

                      DOSKOCIL MANUFACTURING COMPANY, INC.
             (Exact Name of Registrant as Specified in its Charter)


          TEXAS                                                      75-1281683
          (State of Incorporation)                             (I.R.S. Employer
                                                            Identification No.)

          4209 BARNETT BOULEVARD
          ARLINGTON, TEXAS                                                76017
          (Address of Principal Executive Offices)                   (Zip Code)

          Registrant's Telephone Number, Including Area Code:    (817) 467-5116



--------------------------------------------------------------------------------
INDICATE BY CHECK MARK WHETHER 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 [ ]

THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S NO PAR VALUE COMMON STOCK
AT MARCH 31, 2001, WAS 3,233,644.


<PAGE>   2




                      DOSKOCIL MANUFACTURING COMPANY, INC.

                                  SEC FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001

                                      INDEX


<TABLE>

<S>           <C>                                                          <C>
PART I.       FINANCIAL INFORMATION

    ITEM 1.   FINANCIAL STATEMENTS

              Statements of Operations .................................   3

              Balance Sheets ...........................................   4

              Statements of Cash Flows .................................   5

              Notes to Financial Statements ............................   6


    ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS ...................  14

    ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
                 MARKET RISK ...........................................  20

PART II.      OTHER INFORMATION

    ITEM 2.   LEGAL PROCEEDINGS

    ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K .........................  21

SIGNATURES .............................................................  22
</TABLE>


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                                     Page 2

<PAGE>   3



PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                      DOSKOCIL MANUFACTURING COMPANY, INC.

                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>


                                                               THREE MONTHS ENDED            NINE MONTHS ENDED
                                                            ------------------------      ------------------------
     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                 MAR 31,       MAR 31,        MAR 31,        MAR 31,
                                                               2001          2000           2001           2000
                                                            ---------      ---------      ---------      ---------
<S>                                                         <C>            <C>            <C>            <C>
     Net Sales ........................................     $  33,283      $  38,408      $ 117,149      $ 121,449
     Cost of goods sold ...............................        23,204         26,116         81,421         80,946
                                                            ---------      ---------      ---------      ---------
          GROSS PROFIT ................................        10,079         12,292         35,728         40,503
     Selling, general and administrative expense ......        10,472         11,034         32,847         34,310
     Impairment of long-lived assets ..................            --          1,829             --          2,607
                                                            ---------      ---------      ---------      ---------
          OPERATING (LOSS)/INCOME .....................          (393)          (571)         2,881          3,586

     Other (income)expense:
          Net interest expense ........................         4,607          5,671         15,451         16,443
          Other, net ..................................           (12)          (125)           (94)          (558)
                                                            ---------      ---------      ---------      ---------
          NET LOSS ....................................        (4,988)        (6,117)       (12,476)       (12,299)
     Preferred stock accretion ........................            41             41            123             75
     Preferred stock dividends ........................           511            379          1,402            967
                                                            ---------      ---------      ---------      ---------
     NET LOSS ATTRIBUTABLE TO COMMON
     SHAREHOLDERS .....................................     $  (5,540)     $  (6,537)     $ (14,001)     $ (13,341)
                                                            =========      =========      =========      =========
     NET LOSS PER COMMON SHARE(BASIC AND
     DILUTED) .........................................     $   (1.71)     $   (2.07)     $   (4.36)     $   (4.24)
                                                            =========      =========      =========      =========
     WEIGHTED AVERAGE COMMON SHARES OUTSTANDING .......         3,232          3,155          3,211          3,150
                                                            =========      =========      =========      =========
</TABLE>

                             See accompanying notes.



--------------------------------------------------------------------------------
                                     Page 3

<PAGE>   4


                      DOSKOCIL MANUFACTURING COMPANY, INC.
                                 BALANCE SHEETS




<TABLE>
<CAPTION>


                                                                                MARCH 31,       JUNE 30,
                             (DOLLARS IN THOUSANDS)                               2001            2000
                                                                               -----------     ---------
                                                                               (UNAUDITED)
<S>                                                                            <C>             <C>
                                                ASSETS
     Current assets:
           Cash and cash equivalents ......................................     $   6,812      $   1,253
           Accounts receivable, less allowance for
             doubtful accounts of $301 and $588 ...........................        13,462         17,189
           Inventories (Note 6) ...........................................        15,363         25,605
           Other current assets ...........................................           908          1,313
                                                                                ---------      ---------
             Total current assets .........................................        36,545         45,360

     Property, plant and equipment, less accumulated
           depreciation of $58,980 and $52,182 ............................        45,084         49,497
     Goodwill .............................................................        47,676         49,036
     Debt issuance costs ..................................................         3,133          4,633
     Other assets (includes $0.8 million due from
           shareholders) ..................................................         2,510          1,825
                                                                                ---------      ---------
           Total assets ...................................................     $ 134,948      $ 150,351
                                                                                =========      =========

                      LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

     Current liabilities:
           Accounts payable ...............................................     $   5,896      $   6,890
           Accrued liabilities (includes $1.2 million at
             March 2001 and $1.1 million at June 2000
             due to shareholders) .........................................         4,784          4,187
           Current portion of long-term debt ..............................       148,699         10,116
           Accrued interest ...............................................         4,715          3,311
           Accrued taxes ..................................................           283            411
           Payroll and benefits payable ...................................         3,324          3,212
           Revolving credit facility ......................................        20,621             --
           Additional credit facility .....................................        10,000          8,000
                                                                                ---------      ---------
             Total current liabilities ....................................       198,322         36,127
     Revolving credit facility ............................................            --         24,336
     Long-term debt and capital leases ....................................            --         58,809
     Senior subordinated notes ............................................            --         85,000
                                                                                ---------      ---------
           Total liabilities ..............................................       198,322        204,272

     Commitments and contingencies (Note 8)

     Shareholders' (deficit) equity:
           Preferred stock, no par value: authorized
             2,434,465, none issued or outstanding ........................
           Series B redeemable preferred stock, no par
             value:  authorized shares--10,224,255, none
             issued or outstanding ........................................
           Series C redeemable preferred stock no par
             value:  authorized shares--11,841,280,
             issued and outstanding--9,161,567 ............................         9,161          9,161
           Series D redeemable preferred stock, $100
             liquidation preference, no par value net of
             discount:  authorized shares--500,000,
             issued and outstanding--93,900 at March
             31, 2001 and 63,670 at June 30, 2000 .........................         8,809          5,662
           Warrants to purchase common stock ..............................         4,180          4,180
           Common stock, no par value:  authorized
             shares--15,000,000, issued and outstanding--
             3,233,644 at March 31, 2001; 3,143,644 at June 30, 2000 ......        34,289         34,288
           Accumulated deficit ............................................      (119,813)      (107,212)
                                                                                ---------      ---------
             Total shareholders' deficit ..................................       (63,374)       (53,921)
                                                                                ---------      ---------
           Total liabilities and shareholders' (deficit)
             equity .......................................................     $ 134,948      $ 150,351
                                                                                =========      =========
</TABLE>

                             See accompanying notes.

--------------------------------------------------------------------------------
                                     Page 4


<PAGE>   5



                      DOSKOCIL MANUFACTURING COMPANY, INC.

                      STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                  NINE MONTHS ENDED
                                                                                ----------------------
                                                                                 MAR 31,       MAR 31,
                      (DOLLARS IN THOUSANDS)                                      2001          2000
                                                                                --------      --------
<S>                                                                             <C>           <C>
     OPERATING ACTIVITIES:
          Net Loss ........................................................     $(12,476)     $(12,299)
          Adjustments to reconcile net loss to net cash
               provided by/(used in) operating activities
          Depreciation and amortization ...................................        8,502         8,430
          Amortization of debt issuance costs .............................        1,499         2,092
          Gain on sale of assets ..........................................           (5)         (425)
          Impairment of long-lived assets .................................           --         2,607
          Changes in operating assets and liabilities:
               Accounts Receivable ........................................        3,727         3,017
               Inventories ................................................       10,242          (285)
               Accounts Payable ...........................................         (994)       (1,874)
               Accrued liabilities and other ..............................        1,601        (2,781)
                                                                                --------      --------
               Net cash provided by/(used in) operating
                    activities ............................................       12,096        (1,518)
     INVESTING ACTIVITIES:
          Capital expenditures ............................................       (2,575)       (5,113)
          Net proceeds from sale of assets ................................           21           (33)
          Other ...........................................................           --         3,618
                                                                                --------      --------
               Net cash used in investing
                    activities ............................................       (2,554)       (1,528)
     FINANCING ACTIVITIES:
          Payments on long-term debt ......................................       (4,676)       (8,321)
          Net (payments)/proceeds from revolving credit agreement .........       (3,715)        1,436
          Net (payments)/proceeds from additional credit facility .........        2,000         7,000
          Proceeds from sale of preferred stock ...........................        3,023         5,000
          Other debt payments .............................................         (616)         (373)
          Proceeds from sale of common stock ..............................            1             5
                                                                                --------      --------
               Net cash (used in)/provided by financing
                    activities ............................................       (3,983)        4,747
                                                                                --------      --------
          Net increase in cash and cash equivalents .......................        5,559         1,701
          Cash and cash equivalents at beginning of period ................        1,253           114
                                                                                --------      --------
          Cash and cash equivalents at end of period ......................     $  6,812      $  1,815
                                                                                ========      ========
</TABLE>


                             See accompanying notes.

--------------------------------------------------------------------------------
                                     Page 5

<PAGE>   6



                      DOSKOCIL MANUFACTURING COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

    General. The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, these financial statements do not include all of
the information required by generally accepted accounting principles for
complete financial statements.

    In the opinion of management, all normal recurring adjustments considered
necessary for a fair presentation of the results for the periods covered have
been included. Interim results are not based on physical counts of inventory
and, therefore, include estimates to arrive at cost of goods sold for the
period. Operating results for the nine month period ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2001. Due to the increased number of pet shelters sold during periods
of inclement weather, the Company typically earns a majority of its income from
operations during the first and second fiscal quarters. Additional information
is contained in the Company's Annual Report on Form 10-K for the year ended June
30, 2000.

    Certain prior year amounts have been reclassified to conform to the fiscal
year 2001 presentation, including the reclassification of marketing rebates from
selling, general and administrative expense to net sales within the statement of
operations. The Company operates within a single reportable segment, the
manufacture and sale of molded consumer plastic products. Effective for fiscal
year ending June 30, 2001, the Company's fiscal year is a 52/53 week operating
cycle that ends on the Saturday nearest the end of the reporting period. Fiscal
2001 represents a 52-week operating cycle.

    Recent Developments. In September 1997, the Company consummated a merger
with Dogloo, Inc. (See Note 4 below.) Since then, the Company has experienced
difficulties related to the integration of manufacturing and shipping operations
along with management turnover in key areas, low machine efficiency and the need
to outsource certain production, a failed information systems conversion and
problems with the subsequent implementation of a new system. These difficulties
have caused higher than expected operating costs, working capital requirements
and capital spending which resulted in net losses and liquidity problems. In
July 1999, the Company launched a new enterprise resource planning software
system which included a new warehouse system. The launch of certain elements of
these systems was not successful. Accordingly, the systems were reconfigured and
were re-launched in June 2000. Management believes the system is now providing
accurate information and processing for invoicing, inventory management,
production planning, sales and financial reporting. In addition, the Company has
experienced excellent on time deliveries during fiscal 2001.

    The Company is highly leveraged and has relied upon debt financing and
additional equity infusions to provide for working capital and certain capital
expenditures. The Company's ability to meet its financial covenant requirements
under the Credit Facility and the Additional Credit Facility (as such terms are
defined in Note 5 below) and its debt amortization requirements under the Term
Loan Facility (as defined in Note 5 below) has been significantly impaired as a
result of the difficulties experienced since September 1997.

    With respect to the twelve months ended December 30, 2000, the Company did
not achieve the fixed charge coverage ratio, interest coverage ratio, leverage
ratio or senior leverage ratio required under the Credit Facility by various
amounts, the largest of which was approximately $8.0 million. As a result, the
Company is in default of certain financial covenants contained in the Credit
Facility and the Additional Credit Facility applicable at December 30, 2000. In
addition, as of February 1, 2001, an additional default existed which occurred
when the Company failed to make certain lease payments.

    Effective as of February 14, 2001, the Company entered into a limited
forbearance agreement with the lenders under the Credit Facility and the
Additional Credit Facility (the "Limited Forbearance Agreement"). Pursuant to
the Limited Forbearance Agreement, such lenders agreed that, unless there are
further defaults, they would not exercise prior to July 1, 2001, rights and
remedies available to them with respect to the defaults described in the
immediately preceding paragraph, other than their right to block payments in
respect of the Subordinated Notes (as defined in Note 5 below) and their rights
under the Support Agreement (as defined in Note 5 below). The Limited
Forbearance Agreement also temporarily amended provisions in the Credit Facility
with respect to the borrowing base and the maximum borrowing amount for periods
ending on or before January 31, 2001, with such amendment to terminate
automatically upon the earliest to occur of (i) any further default, (ii) the
making of the $4.6 million capital infusion required to be made by the Westar


--------------------------------------------------------------------------------
                                     Page 6

<PAGE>   7


                      DOSKOCIL MANUFACTURING COMPANY, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                                  (UNAUDITED )

Funds (as defined in Note 5 below) on or prior to February 28, 2001, under the
Support Agreement, or (iii) June 30, 2001. A further default occurred under the
Credit Facility and the Additional Credit Facility when the Westar Funds elected
not to make the required $4.6 million capital infusion on or prior to February
28, 2001.

    Effective as of February 28, 2001, the Company entered into an amendment to
the Limited Forbearance Agreement pursuant to which the lenders under the Credit
Facility and the Additional Credit Facility agreed that they would not exercise
prior to March 13, 2001, rights and remedies available to them in respect of the
additional default resulting from the failure of the Westar Funds to make the
required $4.6 million capital infusion or any of the other defaults described
above.

    Effective as of March 12, 2001, the Company entered into another amendment
to the Limited Forbearance Agreement pursuant to which the lenders under the
Credit Facility and the Additional Credit Facility agreed that (i) they would
not exercise prior to March 27, 2001, rights and remedies available to them in
respect of the defaults described above and (ii) the temporary amendment to the
provisions of the Credit Facility with respect to the borrowing base and maximum
borrowing amount would apply to periods ending on or before February 28, 2001.

    In addition, on March 12, 2001, as permitted by the terms of the Indenture
governing the Subordinated Notes (the "Indenture"), the lenders under the Credit
Facility and the Additional Credit Facility delivered to the trustee under the
Indenture a written notice of the defaults under the Credit Facility and the
Additional Credit Facility, thereby blocking, in accordance with the terms of
the Indenture, the ability of the Company to make any payment in respect of the
Subordinated Notes. Accordingly, the Company did not make the $4.3 million
interest payment on the Subordinated Notes due March 15, 2001.

    Effective as of March 26, 2001, the Company entered into a third amendment
to the Limited Forbearance Agreement pursuant to which the lenders under the
Credit Facility and the Additional Credit Facility agreed that (i) they would
not exercise prior to April 14, 2001, rights and remedies available to them in
respect of the defaults described above or any defaults resulting from the
failure to make a scheduled term loan principal payment of $2.3 million due
under the Credit Facility on March 31, 2001 and (ii) the temporary amendment to
the provisions of the Credit Facility with respect to the borrowing base and
maximum borrowing amount would apply to periods ending on or before March 31,
2001.

    On March 31, 2001, as a result of, among other things, the failure of the
Westar Funds to make the $4.6 million capital infusion required under the
Support Agreement to be made by them on or prior to February 28, 2001, the
Company was unable to make a scheduled term loan principal payment of $2.3
million then due under the Credit Facility. The failure to make such payment
constitutes an event of default under the Credit Facility and the Additional
Credit Facility.

    In addition, with respect to the twelve months ended March 31, 2001, the
Company did not achieve the fixed coverage ratio, interest coverage ratio,
leverage ratio or senior leverage ratio required under the Credit Facility for
such period by various amounts, the largest of which is approximately $8.4
million. As a result, in addition to the defaults described above, the Company
is in default of certain financial covenants contained in the Credit Facility
and the Additional Credit Facility at March 31, 2001.

    Effective April 13, 2001, the Company entered into a fourth amendment to the
Limited Forbearance Agreement pursuant to which the lenders under the Credit
Facility and the Additional Credit Facility agreed that, unless there are
further defaults, (i) they would not exercise prior to June 29, 2001, rights and
remedies available to them in respect of the defaults described above, any
defaults resulting from the event of default under the indenture described below
or any defaults resulting from the failure of the Westar Funds to make the
capital infusion required to be made by them on or prior to May 30, 2001, as
described below or certain other specified defaults and (ii) the temporary
amendments to the provisions of the Credit Facility with respect to the
borrowing base and maximum borrowing amount would apply to periods ending on or
before June 29, 2001.

    Effective as of April 16, 2001, an event of default existed under the
Indenture as a result of the failure of the Company to make the

--------------------------------------------------------------------------------
                                     Page 7

<PAGE>   8


                      DOSKOCIL MANUFACTURING COMPANY, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                                   (UNAUDITED)

$4.3 million interest payment that was due on March 15, 2001. As a result of
such event of default, the trustee under the Indenture or the holders of 25% in
aggregate principal amount of the outstanding Subordinated Notes have the right
to accelerate all amounts payable in respect of the Subordinated Notes. Such
event of default under the Indenture also constitutes an additional default
under the Credit Facility and the Additional Credit Facility.

    As a result of the various defaults under the Credit Facility and the
Additional Credit Facility described above, the lenders thereunder are currently
entitled to accelerate all amounts payable under such facilities and to pursue
their rights in the collateral securing payments of such amounts. The Company
does not have in place any arrangements to refinance or fund its indebtedness
under the Credit Facility or the Additional Credit Facility or in respect of the
Subordinated Notes upon acceleration.

    Based on the Company's current interpretation of the Support Agreement, the
Westar Funds are obligated to make a $5.8 million capital infusion on or before
May 30, 2001, such amount reflects the failure of the Westar Funds to make the
$4.6 million capital infusion required under the Support Agreement to be made by
them on or prior to February 28, 2001. If the Westar Funds had made such $4.6
million capital infusion on or prior to February 28, 2001, based on the
Company's current interpretation of the Support Agreement, the Westar Funds
would be obligated to make a $1.2 million capital infusion on or prior to May
30, 2001.

    Based on, among other things, the failure of the Westar Funds to make the
$4.6 million capital infusion required under the Support Agreement to be made by
them on or prior to February 28, 2001, the Company does not currently anticipate
that the Westar Funds will make the further capital infusion required to be made
by them under the Support Agreement on or prior to May 30, 2001. The Westar
Funds have advised the Company that they intend to pursue discussions with the
lenders under the Credit Facility and the Additional Credit Facility and are
willing to make an appropriate additional financial contribution to the Company,
though not necessarily under the current terms of the Support Agreement.

    In light of the foregoing, the Company is continuing discussions with the
Westar Funds and the lenders under the Credit Facility and the Additional Credit
Facility regarding the defaults under the Credit Facility and the Additional
Credit Facility as described above and the obligations of the Westar Funds under
the Support Agreement. In addition, the Company and the Westar Funds have
initiated discussions with certain holders of Subordinated Notes. No assurance
can be given with respect to the outcome of any of these discussions, or the
timing thereof.

    The Company has engaged the investment banking firm of Chanin Capital
Partners to assist in the restructuring of its debt and equity capitalization,
which might include a restructuring through bankruptcy proceedings. This process
is ongoing and, as a result, the Company cannot predict what form of
restructuring, if any, may be effected or the timing thereof, or what impact any
such restructuring may have on the Company's creditors. Included in the Other
Asset balance sheet caption is $.8 million of costs incurred to date by the
Company related to the possible equity restructuring. These costs will reduce
the value of equity issued in conjunction with the proposed restructuring. In
the event a restructuring is not completed, these items would be expensed.

    Due to the uncertainties discussed above, the Company has classified all
indebtedness under the Credit Facility, the Additional Credit Facility and the
Subordinated Notes as a current liability on its balance sheet. The accompanying
financial statements have been prepared on the basis that the Company will
continue as a going concern and does not include any adjustments that may be
required if the Company is successful with its efforts to recapitalize the
Company. These financial statements do not include any adjustments to reflect
possible future effects on the recoverability and classifications of assets or
liabilities, except as disclosed above, that may result should the Company be
unable to continue as a going concern.

    Assuming the Company continues to have access to sufficient working capital,
the Company's plan is to grow sales, reduce fixed costs through facility
consolidation and continue to improve manufacturing productivity. The Company
has lowered manufacturing and operating costs. It expects to lower production
costs further with the facility consolidation and other operating cost
reductions. In May 2000, construction was completed on a new warehouse that is
expected to reduce costs for material handling and outside warehousing. The
Company has also negotiated price reductions in non-resin raw materials. Resin
material costs are expected to continue to be higher in the short term due to
higher natural gas and oil prices.

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                                     Page 8

<PAGE>   9


                      DOSKOCIL MANUFACTURING COMPANY, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                                   (UNAUDITED)

NOTE 2. ACCOUNTING STANDARDS

    On December 3, 1999, the Securities and Exchange Commission staff released
Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition, to provide
guidance on the recognition, presentation and disclosure of revenue in financial
statements. While SAB 101 provides a framework by which to recognize revenue in
the financial statements, the Company believes that adherence to this SAB will
not have a material impact on the Company's financial statements.

NOTE 3. RECAPITALIZATION

    Effective July 1, 1997, the Company was recapitalized through the following
transactions: (1) 100% of the Spectrum Polymers, Ltd. partnership interest
("Spectrum") was sold to a group of investors for $11.0 million; (2) after
retirement of approximately $1.0 million of Spectrum debt by the investors, the
partnership interests were exchanged for 798,612 shares of the Company's common
stock; (3) the Company's Articles of Incorporation were amended to establish the
Company as a C Corporation and authorized 15,000,000 shares of preferred stock
which was subsequently increased to 25,000,000 and 15,000,000 shares of common
stock, each with no par value per share; (4) certain investors purchased 199,654
shares of common stock for $3.0 million and 1,530,674 shares of Series A
Preferred Stock for $23.0 million; (5) all outstanding balances under then
existing lines of credit and long-term debt, along with related accrued interest
and pre-payment penalties, were paid in full; and (6) the Company redeemed
5,666,145 shares of common stock from the majority stockholder for approximately
$87.4 million. The acquisition of Spectrum has been accounted for as a
combination of entities under common control and, accordingly, the assets
acquired were recorded at their historical cost.

NOTE 4. MERGER

    On September 19, 1997, Doskocil consummated a merger with Dogloo, Inc. (the
"Merger"), wherein 1,400,603 of the Company's common shares were exchanged for
Dogloo equity in the approximate amount of $21.2 million and Dogloo was merged
with and into Doskocil. The Company is now controlled by an investor group (the
"Investor Group") consisting of various Westar Capital entities and certain of
their affiliates (collectively "Westar") and Enterprise entities ("Enterprise").
As of April 2000, Westar acquired the equity interest of Enterprise.

    The Merger was accounted for as a purchase transaction under generally
accepted accounting principles and, accordingly, the purchase price was
allocated on the basis of the estimated fair value of the assets acquired. This
purchase price allocation resulted in goodwill of approximately $57.3 million
which is being amortized on the straight line basis over 30 years.

    Concurrent with the consummation of the Merger, the Company issued 10 1/8%
Senior Subordinated Notes (the "Notes") due September 15, 2007, in the aggregate
principal amount of $85.0 million. The Notes were exchanged for registered Notes
(the "Subordinated Notes") pursuant to the Offer to Exchange dated February 23,
1998 effective as of March 30, 1998. Discounts and commissions aggregated 3% of
the face amount of the Subordinated Notes and net proceeds to the Company were
$82.5 million. Interest on the Notes was, and on the Subordinated Notes is,
payable semi-annually on March 15 and September 15 of each year commencing on
March 15, 1998. The Subordinated Notes are a general, unsecured obligation of
the Company, subordinated in right of payment to all senior debt of the Company.
The Subordinated Notes are subject to certain optional redemptions at declining
premiums beginning in 2002 and continuing through 2005. The Subordinated Notes
contain cross acceleration provisions with the Company's senior indebtedness.
Debt issuance costs of $5.8 million will be amortized over the term of the
Subordinated Notes and the Credit Facility.

NOTE 5. LONG TERM DEBT

    Recent Developments. The Company is currently in default of certain
financial covenants contained in the Credit Facility and the Additional Credit
Facility applicable at December 30, 2000 and March 31, 2001, as well as other
covenants thereunder. (See Note 1.) Moreover, based on current short-term
forecasts, the Company believes it is unlikely it will be in compliance with its
financial or other covenants over the next few periods.

--------------------------------------------------------------------------------
                                     Page 9

<PAGE>   10

                      DOSKOCIL MANUFACTURING COMPANY, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                                   (UNAUDITED)

    Credit Facility. Concurrent with the consummation of the Merger, the Company
entered a credit facility (the "Credit Facility") with a syndicate of lending
institutions party thereto (the "Lenders"), which agreement provides for an
aggregate principal amount of loans of up to $110 million. Loans under the
Credit Facility consist of $82.5 million in aggregate principal amount of term
loans (the "Term Loan Facility"), which facility includes a $45.0 million
tranche A term loan subfacility, a $37.5 million tranche B term loan
subfacility, and a $24.7 million revolving credit facility (the "Revolving
Credit Facility") and includes a subfacility for swingline borrowings and a
sublimit for letters of credit. As of March 31, 2001, the principal amount
outstanding on tranche A was $28.8 million, on tranche B was $34.0 million and
$20.6 million on the Revolving Credit Facility. The Company used the Term Loan
Facility and a portion of the Revolving Credit Facility to provide a portion of
the funding necessary to consummate the Merger.

    Indebtedness under the Term Loan Facility and the Revolving Credit Facility
bears interest at a rate based (at the Company's option) upon (i) LIBOR for one,
two, three or six months, plus 3.5% with respect to the tranche A term loan
facility and the Revolving Credit Facility or plus 4.0% with respect to the
tranche B term loan facility, or (ii) the Alternate Base Rate (as defined in the
Credit Facility) plus 2.0% with respect to the tranche A term loan facility and
the Revolving Credit Facility or plus 2.5% with respect to the tranche B term
loan facility; provided, however, the interest rates for the Revolving Credit
Facility and tranche A term loan are subject to several point reductions in the
event the Company meets certain performance targets. Through the Limited
Forbearance Agreement, the Company has been notified it will no longer be able
to have advances based on LIBOR.

    The tranche B term loan facility matures on September 30, 2004. The tranche
A term loan facility and the Revolving Credit Facility mature on September 30,
2003. The Term Loan Facility is subject to repayment according to quarterly
amortization of principal based upon the Scheduled Amortization (as defined in
the Credit Facility). The Credit Facility provides for mandatory prepayment of
the Term Loan Facility and the Revolving Credit Facility until certain financial
ratios are attained by the Company. Prepayments on the Term Loan Facility are
applied to reduce scheduled amortization payments as provided in the Credit
Facility. The mandatory prepayments defined in the Credit Facility include: (a)
100% of the net cash proceeds received by the Company, or any subsidiary from
asset sales (subject to de minimus baskets, certain other defined exceptions,
and reinvestment provisions), net of selling expenses and taxes to the extent
such taxes are paid; (b) 50% of excess cash flow pursuant to an annual cash
sweep arrangement; (c) up to 100% of the net cash proceeds of certain
indebtedness subject to certain exceptions and (d) 100% of the net cash proceeds
from the issuance of equity by the Company or any subsidiary subject to de
minimus baskets and certain exceptions. In addition, the Company may prepay the
Credit Facility in whole or in part at any time without penalty, subject to
reimbursement of certain costs of the Lenders.

    The Company is required to pay to the Lenders in the aggregate a commitment
fee equal to 1/2% per annum on the committed undrawn amount of the Revolving
Credit Facility during the preceding quarter, provided that this fee may be
subject to reduction in the event the Company meets certain performance targets.

    The Credit Facility also contains additional restrictions which, among other
things, limit additional indebtedness, liens, sales of assets and business
combinations.

    Certain Amendments to the Credit Facility; Additional Credit Facility. On
August 12, 1999, the Company entered into an amendment to the Credit Facility
(the "Third Amendment") to permit, among other things, the Company to enter into
an additional credit facility (the "Additional Credit Facility") with
BankAmerica, N.A. (the "Additional Lender"). The Additional Credit Facility is a
senior revolving credit facility. Amounts outstanding under the Additional
Credit Facility are secured by liens on certain equipment and other property of
the Company that are junior in lien priority to the lien securing the Company's
existing Credit Facility. Pursuant to an amendment to the Additional Credit
Facility executed on October 12, 1999, the maturity of such facility was
extended to September 30, 2000 and the maximum amount of borrowings thereunder
was increased from $10.0 million to $15.0 million. In September 2000 the lenders
amended the Additional Credit Facility to extend its term to September 28, 2001.
Advances under the Additional Credit Facility may be made at the option of the
Company as a base rate advance or a LIBOR Advance. Base rate advances bear
interest at a per annum interest rate equal to the higher of (a) the sum of (i)
0.50% plus (ii) the federal funds rate on the applicable day plus (iii) an
applicable base rate margin or (b) the sum of (i) the prime rate on such date
plus (ii) an applicable base rate margin. A LIBOR advance bears interest at a
rate based upon LIBOR plus 3.50 percent. The financial covenants in the
Company's existing Credit Facility, after giving effect to the Fourth Amendment,
are incorporated by reference into the Additional Credit Facility.

--------------------------------------------------------------------------------
                                     Page 10

<PAGE>   11



                      DOSKOCIL MANUFACTURING COMPANY, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                                   (UNAUDITED)

    In order to induce the Additional Lender to provide the Additional Credit
Facility, the Westar Capital LP and the Westar Capital II LLC (together, the
"Westar Funds") have entered into a Continuing Guaranty dated as of August 12,
1999 (the "Guaranty") and a Pledge Agreement dated as of August 12, 1999 (the
"Pledge Agreement") pursuant to which, from time to time in the discretion of
the Westar Funds, the Westar Funds may guarantee loans made by the Additional
Lender under the Additional Credit Facility and pursuant to which Westar Capital
II LLC has pledged $5 million to secure its obligations under the Guaranty. In
addition, Twelve D Limited, a limited partnership controlled by Benjamin L.
Doskocil, Sr. ("TDL"), has entered into a Reimbursement Agreement dated as of
August 12, 1999 (the "Reimbursement Agreement") with the Westar Funds pursuant
to which TDL has agreed to reimburse the Westar Funds for payments made pursuant
to the Guaranty and the related pledge arrangements under the Pledge Agreement
in an amount proportional to its equity interests in the Company.

    In order to induce the Westar Funds to continue the Guaranty and the Pledge
Agreement and, in the case of TDL, to continue its obligations under the
Reimbursement Agreement, the Company issued to Westar LP and an affiliate and
TDL collectively (the "Investors"), who directly or indirectly through the
Reimbursement Agreement guaranteed the Additional Credit Facility, 14.1 million
warrants to acquire common stock of the Company (the "Guaranty Warrants"). The
Guaranty Warrants were issued to each such Investor ratably based on the amount
of such Investor's liability under the Guaranty and Reimbursement Agreement and
are exercisable at an initial exercise price of $.01 per share. Of the Guaranty
Warrants, 4.1 million are exercisable immediately, and 10.0 million are only
exercisable in the event of, and in proportion to, payments made by such
Investor under the Guaranty. The 4.1 million Guaranty Warrants were assigned a
value of $3.4 million to be amortized as interest over one year. No value was
assigned to the remaining Guaranty Warrants. The Guaranty Warrants expire on
September 30, 2007.

    In connection with certain amendments to the Additional Credit Facility on
October 12, 1999, the maximum amount under the Guaranty and Reimbursement
Agreement was increased to $15.0 million and was extended to September 30, 2000
and the Pledge Agreement was revised to, among other things, require Westar LLC
to pledge additional collateral to the Additional Lender in the event that loans
under the Additional Credit Facility exceed $10.0 million. In September 2000,
the Additional Credit Facility was amended to extend its term to September 28,
2001.

    On June 30, 2000, the Lenders and the Company amended the Credit Facility
for the fifth time (the "Fifth Amendment"). The Fifth Amendment includes a
support agreement with Westar Funds to provide the capital necessary to enable
the Company to meet its EBITDA financial covenant for the quarter ending June
2000 and its minimum fixed charge coverage ratio covenant for the four quarters
of fiscal 2001. The Lenders in turn agreed to remove the minimum EBITDA
requirement for fiscal 2001 and redefined the minimum fixed charge coverage
ratio (detailed below). The Fifth Amendment also confirms an interest rate
increase negotiated as part of the Fourth Amendment, increases the borrowing
base for the Company until September 2000 to allow the Company to reduce its
inventories, at which time it will revert to the borrowing base in the Credit
Facility dated September 19, 1997 and also extends the period for adding capital
to meet financial covenants to ninety days for the fourth quarter.

    In conjunction with the Fifth Amendment, the Westar Funds entered into a
Support Agreement dated June 30, 2000 with the Company and Bank of America,
N.A., as administrative agent for certain lenders named therein (the "Support
Agreement"). The Westar Funds agreed to jointly and severally provide capital to
the Company pursuant to the Support Agreement in an amount that would meet the
minimum EBITDA covenant of the Credit Facility that is applicable as of June 30,
2000. The Westar Funds also agreed to jointly and severally provide capital to
the Company pursuant to the Support Agreement in an amount necessary, when added
to EBITDA, to make EBITDA greater than the sum of the maintenance capital
expenditures plus scheduled payments of principal on indebtedness for borrowed
money and capital leases plus payments of cash interest of the previous nine
months ended June 30 and the previous twelve months ending on September 30,
2000, December 31, 2000, March 31, 2001 and June 30, 2001. All capital
contributions made under the Support Agreement will be included in EBITDA for
purposes of calculating certain financial covenants in the Credit Facility as
further provided in the Fifth Amendment.

--------------------------------------------------------------------------------
                                    Page 11

<PAGE>   12



                      DOSKOCIL MANUFACTURING COMPANY, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                                   (UNAUDITED)


    Sale of Series D Preferred Stock and Related Warrants. In connection with,
and as a condition of, the Fourth Amendment, the Company issued and sold to
certain of its current stockholders shares of a new series of Series D
Redeemable Preferred Stock, $100 stated value (the "Series D Preferred Stock")in
an aggregate amount of $5.0 million, along with related warrants to acquire 1.0
million shares of common stock of the Company (the "Related Warrants"). The
Related Warrants were valued at $0.8 million to be amortized over five years as
preferred stock accretion. These warrants expire on September 30, 2007. Proceeds
from the sale of Series D Preferred Stock was applied against the Credit
Facility. Holders of the Series D Preferred Stock are entitled to receive
quarterly dividends at the Company's option either in cash or in additional
shares of Series D Preferred Stock at the annual dividend rate of 12% per annum.
The Series D Preferred Stock is senior to all other classes of equity securities
of the Company with respect to dividend rights and rights on bankruptcy,
liquidation, dissolution and winding-up. In the event of the liquidation,
dissolution or winding-up of the Company, the holders of the Series D Preferred
Stock are entitled to receive $100 per share plus any accrued and unpaid
dividends, before the distribution of any assets of the Company to holders of
any class or series of capital stock ranking junior to the Series D Preferred
Stock. The Series D Preferred Stock is, at the Company's election, subject to
optional redemption but has no right to convert into any other equity security
of the Company. The Related Warrants are exercisable into common shares at any
time at an initial price equal to $.01 per share. The Related Warrants and the
Guaranty Warrants, to the extent exercisable and dilutive, may affect future
earnings per share calculations.

    Additional Capital Infusions. The Company did not achieve the cumulative
minimum EBITDA financial covenants for the six months ended March 2000 by
approximately $1.4 million. As permitted by the Credit Facility, as amended,
this shortfall was satisfied by an equity infusion in the amount of the EBITDA
shortfall in May 2000. In September 2000, an equity infusion of $1.0 million was
contributed for Series D Preferred Stock. Of that additional investment, $0.1
million was required under the Support Agreement to meet the June 2000 EBITDA
shortfall. A capital infusion of $2.0 million was made by Westar Funds to meet
the fixed coverage charge and senior leverage shortfall for the twelve months
ended September 2000.

NOTE 6. INVENTORIES

    Inventories consist of the following:

<TABLE>
<CAPTION>

                                                    MARCH 31,    JUNE 30,
                    (DOLLARS IN THOUSANDS)            2001         2000
                  ------------------------------    --------     --------
<S>                                                 <C>          <C>
                  Finished Goods ...............     $ 8,328     $15,708
                  Work-in-Process ..............         366       1,604
                  Raw Materials ................       6,669       8,293
                                                     -------     -------
                       Net Inventories .........     $15,363     $25,605
                                                     =======     =======
</TABLE>


NOTE 7. INCOME TAXES

    The effective tax rate for the three months and nine months ended March 31,
2001 was 0.0% due to the net operating loss generated for the period, for which
a valuation allowance has been provided. As the net operating loss carry forward
and net deductible temporary differences which existed at the date of the Merger
are realized, the associated tax benefit will reduce goodwill. Realization of
net operating losses and deductible temporary differences generated subsequent
to the date of the Merger will be recognized as a reduction of income tax
expense.

NOTE 8. COMMITMENTS AND CONTINGENCIES

    Various claims and lawsuits are pending against the Company. In the opinion
of the Company's management, the potential loss on all claims will not be
significant to the Company's financial position or results of operations.

    The Company is a party to several purchase commitments for certain inventory
requirements.

--------------------------------------------------------------------------------
                                     Page 12

<PAGE>   13


                      DOSKOCIL MANUFACTURING COMPANY, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                                   (UNAUDITED)

    The Company is self-insured for medical and dental benefits up to a maximum
of $0.1 million per covered individual for its employees and their covered
dependents. Medical claims exceeding $0.1 million per covered individual are
covered through a private insurance carrier. As of January 1, 2001, the Company
moved from a statutory workman's compensation coverage to a self-insurance
program. Workman's compensation claims that exceed $.1 million per occurrence
are covered through a private insurance carrier.

NOTE 9. NET LOSS PER SHARE

    Net loss per share for the three months and nine months ended March 31, 2001
and March 31, 2000, respectively, are calculated as follows:


<TABLE>
<CAPTION>


                                                                  THREE MONTHS ENDED            NINE MONTHS ENDED
                                                                -----------------------      -----------------------
              (IN THOUSANDS EXCEPT PER                          MARCH 31,     MARCH 31,      MARCH 31,     MARCH 31,
                     SHARE DATA)                                   2001         2000           2001          2000
              ------------------------                          --------      --------      --------      --------
<S>                                                             <C>           <C>           <C>           <C>
          Net loss attributable to common stockholders .....     $ (5,540)     $ (6,537)     $(14,001)     $(13,341)
          Average shares outstanding during the period .....        3,232         3,155         3,211         3,150
          Net loss per share (basic and diluted) ...........     $  (1.71)     $  (2.07)     $  (4.36)     $  (4.24)
</TABLE>

NOTE 10. COMPREHENSIVE INCOME

    For the three months and nine months ended March of fiscal years 2001 and
2000, there were no differences between comprehensive income and net income.


--------------------------------------------------------------------------------
                                    Page 13

<PAGE>   14


                      DOSKOCIL MANUFACTURING COMPANY, INC.

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

    Doskocil Manufacturing Company, Inc. (the "Company") is among the leading
producers of plastic pet products in the United States. The Company manufactures
and markets a broad range of pet products through multiple distribution
channels. The following discussion should be read in conjunction with the
financial statements and notes for the quarter ended March 31, 2001, included in
this report. Additional information is contained in the Company's Annual Report
on Form 10-K for the year ended June 30, 2000.

    This quarterly report on Form 10-Q contains certain forward-looking
statements and information relating to the Company that are based on opinions of
management as well as assumptions made from information currently available to
management. Such forward-looking statements typically contain words such as
"anticipates" "believes" "estimates" "expects" or similar words indicating that
future outcomes are uncertain. In accordance with "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, these and similar
statements are qualified by cautionary language identifying important factors,
though not necessarily all such factors, which could cause future outcome to
differ materially from those set forward in the forward-looking statements. In
addition to the factors that may be described in this report, the following
factors, among others, could cause the Company's actual results to differ
materially from those expressed in any forward-looking statements: (i) the
Company incurred substantial indebtedness in connection with the consummation of
the recapitalization and the Merger, has remained highly leveraged and is
currently experiencing a severe liquidity problem; (ii) the Credit Facility as
amended, the Additional Credit Facility as amended and the Subordinated Notes
contain numerous restrictive covenants which limit the discretion of the
Company's management with respect to certain business matters, and the Company
is currently in default of a number of covenants under the Credit Facility, the
Additional Credit Facility and the Subordinated Notes; (iii) the prices for the
Company's principal raw material, plastic resin, may fluctuate as a result of
world wide changes in natural gas and crude oil prices; (iv) a relatively small
number of customers account for a significant percentage of the Company's
business; (v) the Company relies heavily on trademarks, patents and licenses to
protect the proprietary nature of its products; (vi) from fiscal 1998 through
fiscal 2000, the Company experienced difficulties fulfilling customer orders on
a timely basis and may experience such difficulties in the future; (vii)
consumer preferences may change and the Company may fail to adequately
anticipate such changes; (viii) the Company's results of operations have
historically been seasonal; (ix) the Company is highly susceptible to the effect
of changes in general economic and business conditions; (x) the Company's
competitors may be more successful in introducing new product offerings, (xi)
the Company expects sales for fiscal 2001 to be lower than sales for fiscal 2000
and the decline will adversely affect the Company's cash flow from operations
and (xii) claims or lawsuits may be brought against the Company, including
claims of product liability or workman's compensation. The potential adverse
impact on the Company of these and other risks is discussed in more detail in
the Company's report on Form 10-K for the year ended June 30, 2000 and the risk
factors described there are incorporated herein by reference. The
forward-looking statements contained herein also include the statements made
under the caption "Outlook" regarding steps being taken by the Company to
improve its operations, as well as statements in "Liquidity and Capital
Resources." There is no assurance that the steps being taken will adequately
address the difficulties experienced or that delays will not occur in
implementation of the Company's corrective actions.

OVERVIEW - THIRD QUARTER

    For the quarter, the Company experienced lower operating performance when
compared with the prior year. The Company did not meet management's performance
expectations for the third quarter of fiscal 2001 for several reasons, including
significantly lower sales volume, higher plastic resin costs, and unabsorbed
fixed costs associated with lower production levels required to bring about the
significant inventory reductions.

    Net sales for the third quarter decreased $5.1 million or 13.3% from the
same period of the prior year. This decrease was the result of lower sales in
all product categories. This decline is primarily due to increased competition,
a general economic slowdown and an inventory reduction at a key customer.

    Cash requirements for working capital (receivables plus inventories less
trade payables and accrued liabilities) were $18.1 million, down 46.6% from the
same period of the prior year primarily due to a significant decrease in
inventory. For the nine months ended March 31, 2001, capital expenditures were
$2.6 million, down $2.5 million from the same period of the prior year primarily
due to lower spending on systems issues.

--------------------------------------------------------------------------------
                                     Page 14

<PAGE>   15



                      DOSKOCIL MANUFACTURING COMPANY, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

    With respect to the twelve months ended December 30, 2000, the Company did
not achieve the fixed charge coverage ratio, interest coverage ratio, leverage
ratio or senior leverage ratio required under the Credit Facility by various
amounts, the largest of which was approximately $8.0 million. As a result, the
Company is in default of certain financial covenants contained in the Credit
Facility and the Additional Credit Facility applicable at December 30, 2000. In
addition, as of February 1, 2001, an additional default existed when the Company
failed to make certain lease payments.

    Effective as of February 14, 2001, the Company entered into the Limited
Forbearance Agreement with the lenders under the Credit Facility and the
Additional Credit Facility. Pursuant to the Limited Forbearance Agreement, such
lenders agreed that, unless there are further defaults, they would not exercise
prior to July 1, 2001, rights and remedies available to them with respect to the
defaults described in the immediately preceding paragraph, other than their
right to block payments in respect of the Subordinated Notes and their rights
under the Support Agreement. The Limited Forbearance Agreement also temporarily
amended provisions in the Credit Facility with respect to the borrowing base and
the maximum borrowing amount for periods ending on or before January 31, 2001,
with such amendment to terminate automatically upon the earliest to occur of (i)
any further default, (ii) the making of the $4.6 million capital infusion
required to be made by the Westar Funds on or prior to February 28, 2001, under
the Support Agreement, or (iii) June 30, 2001. A further default occurred under
the Credit Facility and the Additional Credit Facility when the Westar Funds
elected not to make the required $4.6 million capital infusion on or prior to
February 28, 2001.

    Effective as of February 28, 2001, the Company entered into an amendment to
the Limited Forbearance Agreement pursuant to which the lenders under the Credit
Facility and the Additional Credit Facility agreed that they would not exercise
prior to March 13, 2001, rights and remedies available to them in respect of the
additional default resulting from the failure of the Westar Funds to make the
required $4.6 million capital infusion or any of the other defaults described
above.

    Effective as of March 12, 2001, the Company entered into another amendment
to the Limited Forbearance Agreement pursuant to which the lenders under the
Credit Facility and the Additional Credit Facility agreed that (i) they would
not exercise prior to March 27, 2001, rights and remedies available to them in
respect of the defaults described above and (ii) the temporary amendment to the
provisions of the Credit Facility with respect to the borrowing base and maximum
borrowing amount would apply to periods ending on or before February 28, 2001.

    In addition, on March 12, 2001, as permitted by the terms of the Indenture
governing the Subordinated Notes (the "Indenture"), the lenders under the Credit
Facility and the Additional Credit Facility delivered to the trustee under the
Indenture a written notice of the defaults under the Credit Facility and the
Additional Credit Facility, thereby blocking, in accordance with the terms of
the Indenture, the ability of the Company to make any payment in respect of the
Subordinated Notes. Accordingly, the Company did not make the $4.3 million
interest payment on the Subordinated Notes due March 15, 2001.

    Effective as of March 26, 2001, the Company entered into a third amendment
to the Limited Forbearance Agreement pursuant to which the lenders under the
Credit Facility and the Additional Credit Facility agreed that (i) they would
not exercise prior to April 14, 2001, rights and remedies available to them in
respect of the defaults described above or any defaults resulting from the
failure to make a scheduled term loan principal payment of $2.3 million due
under the Credit Facility on March 31, 2001 and (ii) the temporary amendment to
the provisions of the Credit Facility with respect to the borrowing base and
maximum borrowing amount would apply to periods ending on or before March 31,
2001.

--------------------------------------------------------------------------------
                                    Page 15

<PAGE>   16



                      DOSKOCIL MANUFACTURING COMPANY, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

    On March 31, 2001, as a result of, among other things, the failure of the
Westar Funds to make the $4.6 million capital infusion required under the
Support Agreement to be made by them on or prior to February 28, 2001, the
Company was unable to make a scheduled term loan principal payment of $2.3
million then due under the Credit Facility. The failure to make such payment
constitutes an event of default under the Credit Facility and the Additional
Credit Facility.

    In addition, with respect to the twelve months ended March 31, 2001, the
Company did not achieve the fixed coverage ratio, interest coverage ratio,
leverage ratio or senior leverage ratio required under the Credit Facility for
such period by various amounts, the largest of which is approximately $8.4
million. As a result, in addition to the defaults described above, the Company
is in default of certain financial covenants contained in the Credit Facility
and the Additional Credit Facility at March 31, 2001.

    Effective April 13, 2001, the Company entered into a fourth amendment to the
Limited Forbearance Agreement pursuant to which the lenders under the Credit
Facility and the Additional Credit Facility agreed that, unless there are
further defaults, (i) they would not exercise prior to June 29, 2001, rights and
remedies available to them in respect of the defaults described above, any
defaults resulting from the event of default under the indenture described below
or any defaults resulting from the failure of the Westar Funds to make the
capital infusion required to be made by them on or prior to May 30, 2001, as
described below or certain other specified defaults and (ii) the temporary
amendments to the provisions of the credit facility with respect to the
borrowing base and maximum borrowing amount would apply to periods ending on or
before June 29, 2001.

    Effective as of April 16, 2001, an event of default existed under the
Indenture as a result of the failure of the Company to make the $4.3 million
interest payment that was due on March 15, 2001. As a result of such event of
default, the trustee under the Indenture or the holders of 25% in aggregate
principal amount of the outstanding Subordinated Notes have the right to
accelerate all amounts payable in respect of the Subordinated Notes. Such event
of default under the Indenture also constitutes an additional default under the
Credit Facility and the Additional Credit Facility.

    As a result of the various defaults under the Credit Facility and the
Additional Credit Facility described above, the lenders thereunder are currently
entitled to accelerate all amounts payable under such facilities and to pursue
their rights in the collateral securing payments of such amounts. The Company
does not have in place any arrangements to refinance or fund its indebtedness
under the Credit Facility or the Additional Credit Facility or in respect of the
Subordinated Notes upon acceleration.

    Based on the Company's current interpretation of the Support Agreement, the
Westar Funds are obligated to make a $5.8 million capital infusion on or before
May 30, 2001 which amount reflects the failure of the Westar Funds to make the
$4.6 million capital infusion required under the Support Agreement to be made by
them on or prior to February 28, 2001. If the Westar Funds had made such $4.6
million capital infusion on or prior to February 28, 2001, based on the
Company's current interpretation of the Support Agreement, the Westar Funds
would be obligated to make a $1.2 million capital infusion on or prior to May
30, 2001.

    Based on, among other things, the failure of the Westar Funds to make the
$4.6 million capital infusion required under the Support Agreement to be made by
them on or prior to February 28, 2001, the Company does not currently anticipate
that the Westar Funds will make the further capital infusion required to be made
by them under the Support Agreement on or prior to May 30, 2001. The Westar
Funds have advised the Company that they intend to pursue discussions with the
lenders under the Credit Facility and the Additional Credit Facility and are
willing to make an appropriate additional financial contribution to the Company,
though not necessarily under the current terms of the Support Agreement.

    In light of the foregoing, the Company is continuing discussions with the
Westar Funds and the lenders under the Credit Facility and the Additional Credit
Facility regarding the defaults under the Credit Facility and the Additional
Credit Facility as described above and the obligations of the Westar Funds under
the Support Agreement. In addition, the Company and the Westar Funds have
initiated discussions with certain holders of Subordinated Notes. No assurance
can be given with respect to the outcome of any of these discussions, or the
timing thereof.

    Based on current short-term forecasts, the Company believes it is unlikely
it will be in compliance with its financial or other covenants over the next few
periods. The Company has engaged the investment banking firm of Chanin Capital
Partners to assist in the restructuring of its debt and equity capitalization.
The Company cannot predict what form of restructuring, if any, may be effected
or the timing thereof, or what impact any such restructuring may have on the
Company's creditors.

--------------------------------------------------------------------------------
                                     Page 16

<PAGE>   17



                      DOSKOCIL MANUFACTURING COMPANY, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

    Due to the uncertainties discussed above, the Company has classified all
indebtedness under the Credit Facility, the Additional Credit Facility and the
Subordinated Notes as a current liability on its balance sheet. The accompanying
financial statements have been prepared on the basis that the Company will
continue as a going concern. These financial statements do not include any
adjustments to reflect possible future effects on the recoverability and
classifications of assets or liabilities, except as disclosed above, that may
result should the Company be unable to continue as a going concern.

RESULTS OF OPERATIONS

    NET SALES decreased to $33.3 million in the third quarter of fiscal 2001
from $38.4 million in the comparable period of the prior year, a decrease of
$5.1 million. The decrease was primarily the result of increased competition, a
general economic slowdown and a key customer with an inventory reduction
initiative. For the first nine months of fiscal 2001, sales decreased $4.3
million from the same period of last year primarily due to increased market
competition, the elimination of the Company's largest customer's warehouse stock
and other inventory reduction measures at other key customers.

    GROSS PROFIT decreased to $10.1 million in the third quarter of fiscal 2001
from $12.3 million in the comparable period of the prior year, a decrease of
$2.2 million. As a percentage of net sales, gross margin decreased to 30.3% in
the third quarter of fiscal 2001 from 32.0% in the comparable period of the
prior year. The Company's gross profit as a percentage of net sales was
negatively affected by higher material costs, principally plastic resin costs,
and lower plant utilization. For the first nine months of fiscal 2001, gross
profit declined $4.8 million from the same period of the prior year primarily
due to higher material costs and lower plant utilization. As a percentage of net
sales, gross margin decreased to 30.5% in the first nine months of fiscal 2001,
down from 33.3% in the same period of fiscal 2000. Gross profit was also
negatively affected by lower plant utilization in the fourth quarter of fiscal
2000, the costs of which were included in inventory at June 2000. Such costs
have been included in cost of goods sold in the current fiscal year as the
inventory was sold. In addition, the Company has continued to operate at a low
level of plant utilization in fiscal 2001 to affect inventory reductions while
achieving record-level order fill rates and on-time delivery. This has resulted
in a higher than normal level of fixed costs charged to cost of goods sold.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES decreased to $10.5 million in
the third quarter of fiscal 2001 from $11.0 million in the comparable period of
the prior year. The decrease was the result of several factors including lower
freight costs, outside warehousing and contract labor costs somewhat offset by
higher management and professional fees. As a percentage of net sales, SG&A
spending increased to 31.5% in the third quarter of fiscal 2001 from 28.7% in
the comparable period of the prior year. For the first nine months ended March
31, 2001 SG&A expenses decreased to $32.8 million, down 4.3% from the same
period of the prior year. As a percentage of net sales, SG&A spending decreased
to 28.0% for the first nine months of the fiscal 2001 from 28.3% for the first
nine months of fiscal 2000. This decrease is primarily due to lower freight and
commission expense and outside warehousing costs somewhat offset by higher
management and professional fees and severance costs.

    IMPAIRMENT OF LONG LIVED ASSETS during the third quarter of fiscal 2000
includes $1.8 million of costs related to the fast-forward ERP and warehousing
systems implementation in July 1999 which had minimal future benefit. For the
nine months ended March 2000, impairment also includes a $0.8 million charge to
write-off certain molds due to an SKU reduction.

    OTHER INCOME for the first nine months of fiscal 2000 includes a $0.4
million gain on the sale of the Indianapolis facility.

    INTEREST EXPENSE decreased to $4.6 million in the third quarter of fiscal
2001 from $5.7 million in the comparable period of the prior year. The decrease
is primarily due to $0.9 million lower non-cash amortization of deferred
financing costs related to the 4.1 million of Guaranty Warrants and lower debt
balances. Interest expense for the nine month period ending March 31, 2001 was
lower than the comparable period of the prior year with lower non-cash
amortization of deferred financing costs, lower fees related to new credit
agreements and lower debt balances somewhat offset by higher interest rates.

--------------------------------------------------------------------------------
                                    Page 17

<PAGE>   18


                      DOSKOCIL MANUFACTURING COMPANY, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)


    PROVISION FOR INCOME TAXES for the three months ended March 31, 2001 and
2000, respectively, was $0.0 million, due to a net operating loss generated
during the period for which a valuation allowance has been provided. The tax
benefit associated with the net operating loss has been offset by a valuation
allowance. The balance sheets dated June 30, 2000 and March 31, 2001 include a
valuation allowance of approximately $13.4 million and $18.6 million,
respectively, for deferred tax assets.

    NET LOSS for the quarter ended March 31, 2001 was $5.0 million compared to a
net loss of $6.1 million for the comparable period of the prior year. Net loss
for the nine months ended March 2001 was $12.5 million compared to $12.3 million
in the same period of the prior year. The change in net loss primarily reflects
the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

    Total debt outstanding at March 31, 2001 decreased by $6.9 million from June
30, 2000, due to normal recurring debt payments and repayments on the Revolving
Credit Facility and the Additional Credit Facility. Total outstanding debt is
comprised of bank borrowings of $93.4 million, Subordinated Notes of $85.0
million and capital leases of $0.9 million. At March 31, 2001, the bank
borrowings were comprised of a Term Loan Facility of $62.8 million, a Revolving
Credit Facility of $24.7 million and an Additional Credit Facility of $15.0
million, of which $20.6 million was outstanding under the Revolving Credit
Facility and $10.0 million was outstanding under the Additional Credit Facility.
The Additional Credit Facility is guaranteed by certain shareholders. Note 4 to
the Financial Statements included elsewhere in this report outlines the terms
and conditions of the Subordinated Notes. At March 31, 2001, the Company had
$5.0 million of availability on the Additional Credit Facility and no
availability on the Revolving Credit Facility. In the event the loans under the
Additional Credit Facility exceed $10.0 million, it is necessary for the Westar
Funds to pledge additional collateral. At March 31, 2001, the Company was $1.6
million over the allowed borrowing on the Revolving Credit Facility.

    Because half of the Company's outstanding borrowings at March 31, 2001 and
the additional availability from the Revolving Credit Facility and the
Additional Credit Facility are at floating interest rates, the Company is
subject to interest rate volatility. The weighted average interest rate on all
floating rate borrowings at March 31, 2001 was 9.5%.

    Assuming the Company continues to have sufficient cash available for capital
expenditures, management would expect to incur capital expenditures for the
fiscal year ending June 30, 2001 of approximately $4.0 million relating to
machinery, molds and information systems.

    The Company's highly leveraged financial condition, as well as the possible
reactions of customers, employees and suppliers to publicity regarding the
Company's potential liquidity needs, makes it extremely difficult to predict the
Company's actual liquidity needs. In addition to ordinary working capital and
capital expenditure needs, the Company has substantial debt service obligations.
As of the date of this report, the Company has no access to additional
borrowings under the Revolving Credit Facility or the Additional Credit Facility
without additional collateral from the Westar Funds.

    The Company is continuing discussions with the Westar Funds and the lenders
under the Credit Facility and the Additional Credit Facility regarding the
defaults under the Credit Facility and the Additional Credit Facility described
above and the obligations of the Westar Funds under the Support Agreement. In
addition, the Company and the Westar Funds have initiated discussions with
certain holders of Subordinated Notes. No assurance can be given as to the
outcome of any of these discussions, or the timing thereof. In addition, the
Company, with the assistance of Chanin Capital Partners, is pursuing a
consensual restructuring of its debt and equity capitalization, which might
include a restructuring through bankruptcy proceedings. As noted above, the
Company cannot predict what form of restructuring, if any, may be effected or
the timing thereof, or what impact any such restructuring may have on the
Company's creditors. If the Company is unable to achieve a consensual solution
to its liquidity problem, it may be forced to seek protection from its creditors
under bankruptcy law.

    The Company and certain of its shareholders, including Westar Capital and
HBI Financial Inc., and partners, officers and affiliates of such shareholders
and the Company, have and in the future may from time to time make open market
and privately negotiated purchases of the Subordinated Notes. The timing and
amount of such purchases, if any, will depend upon a variety of matters
including, but not limited to, the trading price of the Subordinated Notes and
restrictions contained in the Company's debt agreements.

--------------------------------------------------------------------------------
                                     Page 18

<PAGE>   19


                      DOSKOCIL MANUFACTURING COMPANY, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

OUTLOOK

    Sales were disappointing in the second and third quarters and are expected
to be lower for fiscal 2001 when compared to fiscal 2000. This decline is due to
several factors including increased competition, elimination of customer
warehouse stock and a general overall decline in the economy. The Company
believes that key customers have completed their inventory reductions. In
addition, sales are being negatively effected by the limited number of new
products being offered by the Company. During the past three months, the Company
has reinvigorated its' marketing, product development and sales leadership team
with the hiring of a new Executive Vice President and two new Vice Presidents of
Sales and Product Development. In addition, the Company added a new Chief
Financial Officer.

    Certain costs, such as direct and indirect labor and related overhead
spending, continue to be lower than fiscal 2000 levels and management expects
that trend to continue. Resin costs have, however, increased in the nine months
ended March 31, 2001 over the comparable period of the prior year due to higher
natural gas and oil prices, and are expected to remain high throughout fiscal
2001.

    Over the past twelve months, the Company has increased its manufacturing
productivity and, as a result, currently has excess production capacity. During
the nine months ended March, 2001 and continuing through June, 2001, the Company
has reduced production to draw down its inventories. As a result, the Company
has experienced a high level of fixed costs relative to production and such
costs have been and will continue to be charged to costs of goods sold as items
are sold. This will continue to negatively impact reported earnings.
Manufacturing spending continues to decline from the prior year. Spending for
outside manufacturing, in-bound freight and direct labor should also continue to
be lower in fiscal 2001 when compared to fiscal 2000. In addition, the Company
expects to continue with record-level order fill rates and on-time delivery
performance.

COMPARISON OF THE THIRD QUARTER AND NINE MONTHS ENDED MARCH 31, 2001 AND 2000
EBITDA.

    The following table summarizes EBITDA for the three months and nine months
ended March 31, 2001 and 2000, respectively:

<TABLE>
<CAPTION>


                                                              THREE MONTHS ENDED          NINE MONTHS ENDED
                                                           ------------------------    -----------------------
                      (DOLLARS IN THOUSANDS)               MARCH 31,      MARCH 31,    MARCH 31,     MARCH 31,
                                                             2001           2000         2001          2000
                                                           ---------      ---------    ---------     --------
<S>                                                        <C>            <C>          <C>           <C>
          Pet products ................................     $ 29,555      $ 32,873      $103,705     $105,536
          Sporting goods ..............................        2,532         3,182         9,174       10,605
          Outside resin sales .........................        1,196         2,353         4,270        5,308
                                                            --------      --------      --------     --------
          Net sales ...................................       33,283        38,408       117,149      121,449
          Cost of goods sold ..........................       23,204        26,116        81,421       80,946
                                                            --------      --------      --------     --------
               Gross profit ...........................       10,079        12,292        35,728       40,503
          Selling, general and
               administrative expense .................       10,472        11,034        32,847       34,310
          Impairment of long-lived assets .............           --         1,829            --        2,607
                                                            --------      --------      --------     --------
               Operating (loss)/income ................         (393)         (571)        2,881        3,586
          Adjustments:
          Depreciation, amortization and impairment
               of long-lived assets ...................        2,711         4,914         8,502       11,036
                                                            --------      --------      --------     --------
               EBITDA .................................     $  2,318      $  4,343      $ 11,383     $ 14,622
                                                            ========      ========      ========     ========
</TABLE>


(1) The term EBITDA as used above means operating income plus depreciation,
    amortization and asset impairments. EBITDA should not be construed as a
    substitute for income from operations or be considered a better indicator of
    liquidity or cash flow from operating activities which is determined in
    accordance with generally accepted accounting principles. EBITDA is included
    herein to provide additional information with respect to the ability of the
    Company to meet its future debt service, capital expenditures and working
    capital requirements. EBITDA is not necessarily a measure of the Company's
    ability to fund its cash needs.

--------------------------------------------------------------------------------
                                    Page 19

<PAGE>   20



                      DOSKOCIL MANUFACTURING COMPANY, INC.

ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Based on quoted market prices at the date of this filing, the Subordinated
Notes were trading in a range of 10-15% of face value. As a result of the
failure of the Company to make the $4.3 million interest payment that was due in
respect of the Subordinated Notes on March 15, 2001 the market for the
Subordinated Notes has become more limited.

--------------------------------------------------------------------------------
                                    Page 20

<PAGE>   21



                      DOSKOCIL MANUFACTURING COMPANY, INC.

PART II   OTHER INFORMATION

ITEM 2. LEGAL PROCEEDINGS

     The Company has filed suit in District Court in Tarrant County, Texas and
an arbitration demand against J.D. Edwards and Grant Thornton in connection with
the failed implementation of the OneWorld computer system in 1998. J.D. Edwards
developed and licensed the OneWorld software to the Company. Grant Thornton was
the expert retained by the Company to implement the software. In this
litigation, the Company is claiming damages including licensing fees and other
monies paid to J.D. Edwards, fees paid to Grant Thornton, lost profits and
costs incurred because of the failed implementation. J.D. Edwards and Grant
Thornton have filed counterclaims. J.D. Edwards alleges it is owed amounts
outstanding for certain services provided to the Company. Grant Thornton claims
that the Company should be liable for lost profits, damage to reputation and
attorney's fees allegedly incurred by Grant Thornton as a result of the
Company's filing of suit against Grant Thornton. The counterclaims do not allege
a dollar amount sought. J.D. Edwards and Grant Thornton have denied the
Company's claims and asserted various defenses. By agreement between the Company
and Grant Thornton, the claims pertaining to Grant Thornton will be decided in
court.

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    Exhibit 10.1    Fourth Amendment to the Limited Forbearance Agreement

(b) Reports on Form 8-K:

    Form 8-K dated February 28, 2001 reported under Item 5, "Other Events", the
announcement of an amendment to the Limited Forbearance Agreement.

    Form 8-K dated March 13, 2001 reported under Item 5, "Other Events", the
announcement of the second amendment to the Limited Forbearance Agreement.

    Form 8-K dated March 26, 2001 reported under Item 5, "Other Events", the
announcement of the third amendment to the Limited Forbearance Agreement.

    Form 8-K/A dated February 28, 2001 reported under Item 5, "Other Events", to
clarify certain disclosures regarding the obligations of certain Westar Capital
entities to make capital contributions to the Company.


--------------------------------------------------------------------------------
                                    Page 21

<PAGE>   22



                      DOSKOCIL MANUFACTURING COMPANY, INC.

                                   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.

                              DOSKOCIL MANUFACTURING COMPANY, INC (Registrant)

    Date:  May 15, 2001       /s/ Larry E. Rembold
                              -----------------------------
                              Larry E. Rembold
                              President and
                              Chief Executive Officer
                              (Principal Executive Officer)


    Date:  May 15, 2001       /s/ Susan M. Richman
                              -----------------------------
                              Susan M. Richman
                              Vice President and
                              Chief Financial Officer
                              (Principal Accounting Officer)

--------------------------------------------------------------------------------
                                    Page 22
<PAGE>   23

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                          DESCRIPTION
-------                         -----------
<S>            <C>
  10.1         Fourth Amendment to the Limited Forebearance Agreement
</TABLE>