<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: SEPTEMBER 30, 1999
                                               ------------------
                                       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 SEPTEMBER 30, 1999, WAS 3,154,644.


                                       1

<PAGE>   2

                      DOSKOCIL MANUFACTURING COMPANY, INC.

                                  SEC FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1999

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                   NUMBER
<S>                                                                                               <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 ............................................................   12

     ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.........................   18


PART II.       OTHER INFORMATION

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K..................................................   19

SIGNATURES.......................................................................................   20
</TABLE>



                                       2

<PAGE>   3



PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                      DOSKOCIL MANUFACTURING COMPANY, INC.

                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                          September 30,
                                                                 ------------------------------
(In thousands, except per share amounts)                             1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Net sales ..................................................     $     37,200      $     39,975
Cost of goods sold .........................................           25,720            22,604
                                                                 ------------      ------------
     GROSS PROFIT ..........................................           11,480            17,371

Selling, general and administrative expense ................           12,685            11,025
                                                                 ------------      ------------
     OPERATING (LOSS) INCOME ...............................           (1,205)            6,346

Other (income) expense:
    Net interest expense ...................................            4,677             4,205
     Other, net ............................................             (433)                4
                                                                 ------------      ------------

     INCOME (LOSS) BEFORE INCOME TAXES .....................           (5,449)            2,137

Income tax provision .......................................               --               915
                                                                 ------------      ------------
     NET (LOSS) INCOME .....................................           (5,449)            1,222

Preferred stock dividends ..................................              229               229
                                                                 ------------      ------------

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS ......     $     (5,678)     $        993
                                                                 ============      ============

NET (LOSS) INCOME PER COMMON SHARE (BASIC AND DILUTED) .....     $      (1.81)     $       0.32
                                                                 ============      ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING .................            3,139             3,104
                                                                 ============      ============
</TABLE>


                             See accompanying notes.


                                       3

<PAGE>   4

                      DOSKOCIL MANUFACTURING COMPANY, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              September 30,     June 30,      September 30,
(Dollars in thousands)                                                            1999            1999            1998
                                                                              -------------    ----------     -------------
                                                                               (Unaudited)                     (Unaudited)
<S>                                                                            <C>             <C>             <C>
                                     ASSETS
Current assets:
     Cash and cash equivalents ...........................................     $       --      $      114      $       20
     Accounts receivable, less allowance for doubtful accounts
        of $1,129, $1,090 and $300 .......................................         24,189          20,747          24,734
     Inventories (Note 6) ................................................         28,762          26,161          30,306
     Other current assets  (September and June 1999 includes $0.8 million
          and September 1998 includes $.6 million from shareholders)......          1,751           1,684           2,557
                                                                               ----------      ----------      ----------
          Total current assets ...........................................         54,702          48,706          57,617

Property, plant and equipment, less accumulated depreciation of
          $45,676, $43,667 and $46,311 ...................................         55,077          53,602          54,495
Fixed assets held for sale ...............................................             --           3,259           3,259
Goodwill .................................................................         51,460          51,920          58,237
Debt issuance costs ......................................................          4,205           4,390           4,913
Other assets .............................................................          2,017           1,825           1,877
                                                                               ----------      ----------      ----------
          Total assets ...................................................     $  167,461      $  163,702      $  180,398
                                                                               ==========      ==========      ==========

                 LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
Current liabilities:
     Accounts payable ....................................................     $    8,621      $    7,682      $   10,663
     Accrued liabilities (September and June 1999 includes $0.9 million
          to shareholders) ...............................................          5,290           4,308           8,576
     Current portion of long-term debt ...................................         12,228           8,514           5,375
     Accrued interest ....................................................          1,608           3,169             334
     Accrued taxes .......................................................            784             573             522
     Payroll and benefits payable ........................................          3,562           3,359           3,376
     Additional credit facility ..........................................          7,000              --              --
                                                                               ----------      ----------      ----------
          Total current liabilities ......................................         39,093          27,605          28,846

Line of credit ...........................................................         24,700          22,900          11,900
Long-term debt ...........................................................         66,296          70,381          76,750
Senior subordinated notes ................................................         85,000          85,000          85,000
                                                                               ----------      ----------      ----------
        Total liabilities ................................................        215,089         205,886         202,496

Shareholders' (deficit) equity:
     Series C preferred stock, no par value:  authorized shares--
          25,000,000, issued and outstanding--9,161,567 ..................          9,161           9,161           9,161
     Common stock, no par value:  authorized shares--15,000,000,
          issued and outstanding--3,154,644 at September 30, 1999;
          3,104,644 at June 30, 1999 and 3,103,144 at September 30,
          1998 ...........................................................         34,288          34,283          34,262
     Accumulated deficit .................................................        (91,077)        (85,628)        (65,521)
                                                                               ----------      ----------      ----------
          Total shareholders' deficit ....................................        (47,628)        (42,184)        (22,098)
                                                                               ----------      ----------      ----------
          Total liabilities and shareholders' (deficit) equity ...........     $  167,461      $  163,702      $  180,398
                                                                               ==========      ==========      ==========
</TABLE>

                             See accompanying notes.


                                       4


<PAGE>   5



                      DOSKOCIL MANUFACTURING COMPANY, INC.

                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                September 30,
                                                                                         --------------------------
(Dollars in thousands)                                                                      1999            1998
                                                                                         ----------      ----------
<S>                                                                                      <C>             <C>
OPERATING ACTIVITIES:
    Net (loss) income ..............................................................     $   (5,449)     $    1,222
    Adjustments to reconcile net (loss) income to net cash used in operating
      activities ...................................................................
    Depreciation and amortization ..................................................          2,616           2,779
    Amortization of debt issuance costs ............................................            184             245
    Deferred income taxes ..........................................................             --             915
    Gain on sale of assets .........................................................           (423)             --
    Changes in:
        Receivables ................................................................         (3,442)         (6,384)
        Inventories ................................................................         (2,601)         (8,891)
        Payables ...................................................................            939           6,034
        Accrued liabilities and other ..............................................           (385)         (4,530)
                                                                                         ----------      ----------
        Net cash used in operating activities ......................................         (8,561)         (8,610)
                                                                                         ----------      ----------

INVESTING ACTIVITIES:
    Capital expenditures ...........................................................         (2,531)         (5,061)
    Increase in other assets .......................................................            (33)            (25)
    Net proceeds from sale of assets ...............................................          3,617              --
                                                                                         ----------      ----------
        Net cash provided by (used in) investing activities ........................          1,053          (5,086)
                                                                                         ----------      ----------

FINANCING ACTIVITIES:
    Payments of long-term debt .....................................................         (1,344)            (94)
    Proceeds from revolving credit agreement .......................................          1,800          11,900
    Proceeds from additional credit facility .......................................          7,000              --
    Other debt payments ............................................................            (67)             --
    Proceeds from sale of common stock .............................................              5              --
                                                                                         ----------      ----------
        Net cash provided by financing activities ..................................          7,394          11,806
    Net decrease in cash and cash equivalents ......................................           (114)         (1,890)
    Cash and cash equivalents at beginning of period ...............................            114           1,910
                                                                                         ----------      ----------
    Cash and cash equivalents at end of period .....................................     $       --      $       20
                                                                                         ==========      ==========
</TABLE>


                             See accompanying notes.


                                        5

<PAGE>   6

                      DOSKOCIL MANUFACTURING COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1. BASIS OF PRESENTATION

     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 three month period ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2000. 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, 1999.

     Certain prior year amounts have been reclassified to conform to the fiscal
year 2000 presentation. The Company operates within a single reportable segment,
the manufacture and sale of molded consumer plastic products.

     Since the Merger, the Company has experienced difficulties related to the
integration of manufacturing and shipping operations along with management
turnover in key areas, a surge in customer demand, low machine efficiency and
the need to outsource certain production and a failed information systems
conversion. These difficulties have caused higher than expected operating costs,
working capital requirements and capital spending which resulted in net losses
and a liquidity shortage. In July 1999, the Company implemented a new enterprise
resource planning system to assist in alleviating some of these difficulties.

     The Company is highly leveraged and has relied upon debt financing to
provide for working capital and certain capital expenditures. Furthermore, as a
result of the above difficulties, the Company was unable in December 1998, March
1999, June 1999 and September 1999 to meet the debt covenants required by the
Credit Facility (as defined in Note 5). In October 1999, the Company amended the
Credit Facility and entered into an additional revolving credit agreement (the
"Additional Credit Facility") which provides for borrowings up to $15.0 million
and matures on September 30, 2000. In connection with amending the Credit
Facility, certain shareholders purchased $5.0 million of preferred stock with
detachable warrants and guaranteed the Additional Credit Facility.

     The Company's plan is to reduce fixed costs and slow sales growth to return
to profitability. The Company has programs in place to lower costs for
insurance, consumer advertising, shipping and outside manufacturing. It expects
to lower production costs with the purchase of new equipment and molds.
Construction has begun on a new warehouse that will cut costs for material
handling and outside warehousing. The Company has also negotiated price cuts in
non-resin raw materials. There is in progress a project to streamline the
Company, eliminating unprofitable customers and products and reducing selling,
general and administrative expense. Liquidity is expected to improve from
increased cash flow from operations, significantly lower projected capital
spending and efforts to reduce working capital.

     The Credit Facility, as amended, waived all past covenant violations and
established new covenants. In connection with renegotiating its debt agreement,
the Company, based on its operating plan and the Additional Credit Facility,
expects to be able to fund operations and comply with the revised covenants
through at least the first quarter of fiscal 2001. However, no assurance can be
given that the Company will achieve its operating plan and there can be no
assurance that factors or events currently known or unknown will not negatively
impact the Company's ability to operate within its plan. As is normally the case
in credit relationships, a failure to comply with the covenants contained in the
Credit Facility, the Additional Credit Facility or the Subordinated Notes, if
not cured or waived, could permit acceleration of the related indebtedness and
acceleration of indebtedness under other instruments that contain
cross-acceleration or cross-default provisions.

NOTE 2. ACCOUNTING STANDARDS

     In June 1998, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This new standard requires recognition of all new
derivatives as either assets or liabilities at fair value. The Company does not
anticipate the effect of the adoption to have a material impact on either
financial position or results of operations. The Company plans to adopt the
standard effective July 1, 2000, as required.


NOTE 3. RECAPITALIZATION

     Effective July 1, 1997, the Corporation was recapitalized through the
following transactions: (1) 100% of the Spectrum partnership interest 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 Corporation's common stock; (3) the
Corporation's Articles of Incorporation were amended to establish the
Corporation as a C Corporation and authorized 15,000,000 shares of preferred
stock 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 Corporation 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.


                                       6

<PAGE>   7

                      DOSKOCIL MANUFACTURING COMPANY, INC.

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


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).

     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. Until September 15, 2000, upon an initial public equity offering
of common stock for cash, up to 35% of the aggregate principal amount of the
Subordinated Notes originally outstanding may be redeemed at the option of the
Company at a redemption price stipulated in the indebtedness and other
restricted payments, as defined, and contains cross default 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

     Concurrent with the consummation of the Merger, the Company entered a
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 $27.5 million revolving credit
facility which has been reduced to $24.7 million (the "Revolving Credit
Facility") and includes a subfacility for swingline borrowings and a sublimit
for letters of credit. As of September 30, 1999, the principal amount
outstanding on tranche A was $40.0 million, on tranche B was $36.8 million and
$24.7 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.


                                       7

<PAGE>   8



                      DOSKOCIL MANUFACTURING COMPANY, INC.

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

     Indebtedness under the Term Loan Facility and the Revolving Credit Facility
initially bears interest at a rate based (at the Company's option) upon (i)
LIBOR for one, two, three or six months, plus 3.00% with respect to the tranche
A term loan facility and the Revolving Credit Facility or plus 3.50% with
respect to the tranche B term loan facility, or (ii) the Alternate Base Rate (as
defined in the Credit Facility) plus 1.50% with respect to the tranche A term
loan facility and the Revolving Credit Facility or plus 2.00% with respect to
the tranche B term loan facility; provided that, pursuant to the Second
Amendment (defined below), the interest rate margins described above have been
increased by 0.50% per annum from the date of the Second Amendment through and
including December 31, 1999; provided, however, the interest rates for the
Revolving Credit Facility and Tranche A Term Loan are subject to several quarter
point reductions in the event the Company meets certain performance targets.

     The tranche B term loan facility matures on September 30, 2004. 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.

     Amendments to the Credit Facility. At December 31, 1998 the Company was not
in compliance with certain financial covenants. The Company entered into an
amendment to the Credit Facility as of February 10, 1999 (the "First Amendment")
which provided, among other matters, for the waiver of such covenant defaults,
the revision of certain existing financial covenants, including the addition of
minimum EBITDA requirements in place of the maximum leverage ratio and interest
rate increases of approximately 0.75% per annum.

     The Credit Facility, as amended in February, required the Company to meet
certain financial tests, including a minimum fixed charge coverage ratio,
minimum interest coverage ratio, a minimum EBITDA requirement and a maximum
leverage ratio. The Credit Facility also contains additional restrictions,
which, among other things, limit additional indebtedness, liens, sales of assets
and business combinations.

     As of March 31, 1999 the Company was not in compliance with the interest
coverage ratio, the fixed charge coverage ratio and the minimum EBITDA
requirement. The Company entered into a second amendment to the Credit Facility
in May 1999 (the "Second Amendment"). The Second Amendment provided, among other
things, for the waiver of the March 31, 1999 defaults and lowered June 30 and
September 30 interest coverage ratios, fixed charge coverage ratios and minimum
EBITDA requirements and also provides for a 0.50% interest rate increase on all
loans outstanding under the Credit Facility from the date of the second
Amendment through and including December 31, 1999.


                                       8

<PAGE>   9


                      DOSKOCIL MANUFACTURING COMPANY, INC.

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

     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 which the Company entered into on August 12,
1999. 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. 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.

     In order to induce the Additional Lender to provide the Additional Credit
Facility, Westar Capital LP and 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.

     In connection with certain amendments to the Additional Credit Facility on
October 12, 1999, 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.



                                       9

<PAGE>   10


                      DOSKOCIL MANUFACTURING COMPANY, INC.

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

     The Company was not in compliance with certain financial covenants at June
30, 1999, including the interest coverage ratio, fixed charge coverage ratio,
and the minimum EBITDA requirements of the existing Credit Facility. On October
12, 1999, the Company entered into a fourth amendment to the Credit Facility
(the "Fourth Amendment"). The Fourth Amendment provides, among other things, for
the waiver of all financial covenant ratios for September 30, 1999 and all
fiscal quarters prior thereto, and, commencing with the fiscal quarter ending on
December 31, 1999, raises the maximum leverage ratio and lowers each of (i) the
minimum fixed charge coverage ratio, (ii) the interest coverage ratio and (iii)
the minimum EBITDA. Additionally, the Fourth Amendment (i) adds a covenant for
senior leverage commencing with the fiscal quarter ending on September 30, 2000,
(ii) adds a covenant prohibiting the principal amount of all loans outstanding
under the existing Credit Facility from exceeding (a) $96,000,000 as of the last
day of each fiscal quarter through June 30, 2000, and (b) thereafter, the lesser
of (x) $96,000,000 and (y) the Company's EBITDA for the four consecutive fiscal
quarters immediately preceding the date of calculation, times 3.0, and (iii)
reduces the maximum amount of the "Revolving Credit Commitment" to $24.7
million. At October 13, 1999, after giving effect to the Fourth Amendment, and
application of proceeds from the sale of Series D Preferred Stock, there is
outstanding $37.3 in principal amount of tranche A term loans, $34.5 in
principal amount of tranche B term loans and $24.7 in principal amount of the
revolving credit facility.

     The Fourth Amendment also includes a provision allowing (but not requiring)
Westar and certain existing shareholders the right to cure certain financial
covenant defaults within not more than 45 days after the end of the relevant
fiscal quarter by providing additional capital to the Company. Pursuant to this
provision, any such timely capital investment will be deemed under such
financial covenants to increase on a dollar-for-dollar basis the EBITDA (and
related definitions) of the Company as of the last day of such fiscal quarter
and, to the extent that the proceeds thereof are used to repay Credit Facility
loans, to reduce total debt and senior debt for purposes of such financial
covenants. There is no commitment or obligation on the part of Westar, TDL or
any other shareholder to provide additional capital to the Company.

     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").
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 and Guaranty
Warrants, to the extent exercisable and dilutive, may affect future earnings per
share calculations.

     The Credit Facility also contains additional restrictions which, among
other things, limit additional indebtedness, liens, sales of assets and business
combinations. There is no assurance that the Company will be able to comply with
the financial or other covenants set forth in the Credit Facility. A failure to
comply with the obligations contained in the Credit Facility, the Additional
Credit Facility or the Subordinated Notes, if not cured or waived, could permit
acceleration of the related indebtedness and acceleration of indebtedness under
other instruments that contain cross-acceleration or cross-defaults. While
management expects to meet all covenants in the future, there is no assurance
the Company will do so.


                                       10

<PAGE>   11



                      DOSKOCIL MANUFACTURING COMPANY, INC.

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

NOTE 6. INVENTORIES

     Inventories consist of the following:

<TABLE>
<CAPTION>
                                  September 30,     June 30,      September 30,
(In thousands)                        1999            1999            1998
                                  ------------    ------------    ------------
<S>                               <C>             <C>             <C>
Finished Goods                    $     19,197    $     15,503    $     15,579
Work-in-Process                          1,768           1,291           2,170
Raw Materials                            7,796           9,367          12,385
Supplies                                     1              --             172
                                  ------------    ------------    ------------
     Net inventories              $     28,762    $     26,161    $     30,306
                                  ============    ============    ============
</TABLE>

NOTE 7. INCOME TAXES

     The effective tax rate for the three months ended September 30, 1999 was
0.0% due to the net operating loss generated for the period, for which a
valuation allowance has been provided. The estimated effective tax rate was 43%
for the three months ended September 30, 1998, which includes an adjustment for
the amortization of Dogloo goodwill that is not deductible for tax purposes. As
the net operating loss carry forward and net deductible temporary differences
which existed at the date of the Dogloo 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 Dogloo 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 self-insured for medical and dental benefits for its
employees and their covered dependents. Medical claims exceeding $0.1 million
per covered individual are covered through a private insurance carrier.

NOTE 9. NET (LOSS) INCOME PER SHARE

     Net (loss) income per share for the three months ended September 30, 1999
and 1998 are calculated as follows:


<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                         September 30,
                                                                 ------------------------------
(In thousands except per share data)                                  1999              1998
                                                                 ------------      ------------

<S>                                                              <C>               <C>
Net (loss) income attributable to common stockholders            $     (5,678)     $        993
Average shares outstanding during the period                            3,139             3,104
Net (loss) income per share (basic and diluted)                  $      (1.81)     $        .32
                                                                 ------------      ------------
</TABLE>


NOTE 10. COMPREHENSIVE INCOME

     For the first and second quarter of fiscal 2000 and 1999, there were no
differences between comprehensive income and net income.


                                       11

<PAGE>   12


                      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
plastic pet products companies in the United States, manufacturing a broad range
of plastic and other pet products sold through a distribution network of more
than 2,000 retailers. The following discussion should be read in conjunction
with the financial statements and notes for the quarter ended September 30, 1999
included in this report. Additional information is contained in the Company's
Annual Report on Form 10-K for the year ended June 30, 1999.

     This quarterly report on Form 10-Q contains certain forward-looking
statements and information relating to the Company that are based on opinion of
management as well as assumptions made by an 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 Merger and has remained highly leveraged, (ii) the Credit Facility, the
Additional Credit Facility, and the Subordinated Notes contain numerous
restrictive covenants which limit the discretion of the Company's management
with respect to certain business matters, (iii) the Company has and may continue
encounter continued difficulties or delays in completing the integration of
Doskocil's and Dogloo's product offerings, systems, and manufacturing; (iv) 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; (v) a
relatively small number of customers account for a significant percentage of the
Company's business; (vi) the Company relies heavily on trademarks, patents and
licenses to protect the proprietary nature of its products; (vii) the Company
has experienced difficulty fulfilling customer orders on a timely basis and may
continue to experience such difficulties; (viii) consumer preferences may change
and the Company may fail to adequately anticipate such changes; (ix) the
Company's results of operations have historically been seasonal; (x) the Company
is highly susceptible to the effect of changes in general economic and business
conditions; (xi) the Company's competitors may be more successful in introducing
new product offerings, and (xii) claims or lawsuits may be brought against the
Company, including claims of product liability. 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, 1999 and the risk
factors described there are incorporated herein by reference. The
forward-looking statements contained herein also include the statements made
under the captions "Outlook" and "Year 2000" 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 - FIRST QUARTER

     First quarter results were lower than the same period last year. Last
year's first quarter benefited from several non-recurring events, including
positive inventory adjustments and insurance proceeds, that improved results.
This year's results were unfavorably impacted by four factors discussed below
including lower sales, unfavorable inventory adjustments due to shipping
and receiving problems, higher labor costs and higher costs for inbound freight
and outside warehousing and fulfillment costs. These problems will continue to
unfavorably impact future results until and unless they are addressed
satisfactorily.

     During July, 1999, the Company commenced implementation of a new financial,
manufacturing and distribution hardware and software system. The implementation
was accomplished with the assistance of vendor consultants under a fast track
methodology. This methodology required that the system be configured on a
standard basis and the Company's ability to configure the system to conform to
its procedures and methods of operation was strictly limited. The standard
configuration and the absence of sufficient time to effectively train the user
community have resulted in certain system-created impairments to efficient
operation of the system and other operational issues which are continuing. In
addition to the enterprise resource software, the Company installed and
implemented a warehouse management system at the same time. This system required
an interface to be created to operate the systems together. The interface
between the systems has been only marginally effective and has resulted in
inefficiencies in the processing of customer orders and the shipping and
invoicing of those orders. The Company believes it has identified the issues to
be addressed and is working with the software vendors and consultants to remedy
the ongoing system processing issues.

                                       12

<PAGE>   13


                      DOSKOCIL MANUFACTURING COMPANY, INC.

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

     In October 1999, the Company completed amendments to its bank debt. See
"Liquidity and Capital Resources."

RESULTS OF OPERATIONS

     NET SALES decreased to $37.2 million in the first quarter of fiscal 2000
from $40.0 million in the comparable period of the prior year, a decrease of
$2.8 million. The decrease was primarily the result of lower pet product sales
of $1.1 million, lower sport sales of $1.1 million and lower outside resin
sales. The reduction in pet sales resulted from the impact of promotional
activity in June 1999. The decline in sport sales was primarily due to reduced
listings at two customers and lower sales due to the disposition of non-core
assets in the last half of fiscal 1999. In addition, the system implementation
discussed above resulted in an increase in the time required to process and ship
orders and has consequently caused an increase in the Company's sales backlog.

     GROSS PROFIT decreased to $11.5 million in the first quarter of fiscal 2000
from $17.4 million in the comparable period of the prior year, a decrease of
$5.9 million. As a percentage of net sales, gross margin decreased to 30.9% in
the first quarter of fiscal 2000 from 43.5% in the comparable period of the
prior year. The Company's gross profit as a percentage of net sales was
negatively affected by inefficiencies in manufacturing and distribution
including unfavorable inventory adjustments due to shipping and receiving
problems and higher scrap. Spending levels for inbound freight, outside
warehousing and labor were higher than the comparable period of the prior year.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES increased to $12.7 million in
the first quarter of fiscal 2000 from $11.0 million in the comparable period of
the prior year, an increase of $1.7 million or 15.5%. As a percentage of net
sales, S,G&A spending increased to 34.1% in the first fiscal quarter of fiscal
2000 from 27.6% in the comparable period of the prior year. The increase was the
result of several factors including $0.3 million of severance costs related to
the former CEO, $.8 million higher shipping costs and increased professional
fees and services related to the refinancing of the bank debt. These increases
were somewhat offset by lower freight, advertising and insurance costs.

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

     INTEREST EXPENSE increased to $4.7 million in the first quarter of fiscal
2000 from $4.2 million in the comparable period of the prior year. The increase
is primarily due to increased debt balance on both the Revolving Credit Facility
and the Additional Credit Facility.

     PROVISION FOR INCOME TAXES the first quarter ended September 30, 1998 was
$0.9 million. The effective tax rate was 43%, primarily due to the amortization
of Dogloo goodwill which is not deductible for tax purposes. There was no
provision for income taxes for the quarter ended September 30, 1999 due to a net
operating loss generated during the period. The tax benefit associated with the
net operating loss has been offset by a valuation allowance. The balance sheet
dated June 30, 1999 and September 30, 1999 included a valuation allowance of
approximately $9.0 million and $10.9 million, respectively, for deferred tax
assets as of the purchase date and also includes deferred tax assets included in
the provision for income taxes.


                                       13

<PAGE>   14



                      DOSKOCIL MANUFACTURING COMPANY, INC.

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

     NET LOSS for the quarter ended September 30, 1999, was $5.4 million
compared to net income of $1.2 million for the comparable period of the prior
year, a decrease of $6.6 million. The change in net income primarily reflects
the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

     Total debt outstanding on September 30, 1999 increased by $8.4 million from
June 30, 1999, due primarily to additional borrowings against the Company's
revolving credit agreements. Total outstanding debt is comprised of bank
borrowings of $108.5 million and Subordinated Notes of $85.0 million. At
September 30, 1999, the bank borrowings are comprised of a Term Loan Facility of
$76.8 million, a Revolving Credit Facility of $24.7 million, the maximum amount
allowable under the fourth amendment to the credit agreement and an Additional
Credit Facility of $10.0 million, of which $7.0 million was outstanding. The
Additional Credit Facility is guaranteed by certain shareholders. Note 4 to the
Financial Statements outlines the terms and conditions of the Subordinated
Notes. At September 30, 1999 the Company had $3.0 million of availability on the
Revolving Credit Facility and the Additional Credit Facility (together the
"Revolving Credit Facilities"). Proceeds from the sale of Series D Preferred
Stock was applied to the Term Loan Facility. In addition, the fourth amendment
to the credit agreement increased the maximum amount of borrowings under the
Additional Credit Facility to $15.0 million.

     Because 50% of the Company's outstanding borrowings at September 30, 1999
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 September 30, 1999, was 9.0%.

     Management anticipates incurring capital expenditures for the fiscal year
ending June 30, 2000, of approximately $10.0 million relating to upgraded
machinery, tooling and information systems. Management plans to fund these
capital expenditures through cash flow from operations and, if necessary,
borrowings under the Revolving Credit Facilities.

     The Company believes cash provided by operations, equipment leases and cash
available under existing credit facilities will be sufficient to fund working
capital and capital expenditure requirements during the next twelve months.

     The Company's Term Loan Facility and Revolving Credit Facility, as amended,
contain a number of financial covenants that require the Company to meet certain
financial ratios and tests, including a minimum fixed charge coverage ratio,
minimum interest coverage ratio, minimum EBITDA and maximum senior debt and
total debt leverage ratios. On October 12, 1999 the Company entered into a
fourth amendment to the Credit Facility (the "Fourth Amendment"). The Fourth
Amendment provides, among other things, for the waiver of all financial covenant
ratios for the quarter ended September 30, 1999. (See Note 5 to the Financial
Statements for terms and conditions of new bank agreement.)

     The Company's continued ability to satisfy its loan covenants depends, in
part, on the amount of time required to successfully address the difficulties
described above and below. (See also "Outlook") Until corrected, the impact of
these difficulties on the Company's financial performance will adversely affect
the Company's ability to satisfy its financial covenants. In the event the
Company is unable to meet certain of its financial covenants, the Company
anticipates requesting waivers and/or amendments to its Term Loan Facility,
Revolving Credit Facility and Additional Credit Facility and if necessary,
seeking additional equity. There is no certainty that waivers and/or amendments
to its loan agreements could be obtained or that the Company can raise
additional equity. There is no commitment or obligation on the part of any
shareholder of the Company to provide additional equity to the Company.

     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, 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.

                                       14

<PAGE>   15



                      DOSKOCIL MANUFACTURING COMPANY, INC.

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

OUTLOOK

     The Company believes that it is entering its second quarter with improved
operational capabilities from the prior year in several key areas. The Company's
largest customers have experienced improved customer service in the first
quarter and the first part of the second quarter. June promotional activity,
careful planning of production, the SKU reduction and higher inventory levels
have contributed to achieving higher service levels and to mitigating some of
the impact of the system conversion problems. Finished goods continue at higher
levels than last year, giving the Company the potential to achieve its sales
targets.

     Operationally, the Company has moved into additional new plant facilities
and acquired new equipment to increase capacity. Its warehouse facilities,
systems and management are improved and capable of meeting increased sales
levels.

     Costs have decreased in several areas, including advertising, insurance,
raw materials, equipment rentals and freight. The Company has initiated a
program to streamline and reduce costs by reducing SKUs and converting smaller
customers to distributors. The Company's finance and accounting management has
been strengthened.

     There are several issues still facing the Company including below targeted
production levels, higher inventory and working capital demands and higher
warehousing and labor costs. Systems problems continue to distract management
and delay the implementation of cost cutting programs. Warm weather has slowed
consumer purchases of pet shelters which could impact the second quarter. The
price of oil continues to increase and could cause resin prices to be higher
than expected.

YEAR 2000

     In the next three months, most large companies will face a potentially
serious information systems problem because many software applications and
operational programs written in the past may not properly recognize calendar
dates beginning in the year 2000. This problem could force information systems
to either shut down or provide incorrect data or information. The Company began
the process of identifying the necessary changes to its computer programs and
hardware as well as assessing the progress of its significant vendors in their
remediation efforts in 1997. The discussion below details the Company's efforts
to ensure Year 2000 compliance.

     STATE OF READINESS. In 1997, the Company began a project to upgrade
virtually all of its computer systems, including changes to address the Year
2000 problem. The systems upgrade program covered a wide array of computing
applications, including financial, manufacturing and distribution systems, as
well as ancillary systems such as factory control, electronic data interchange,
e-mail, and desktop computers. To date, the Company has replaced significant
aspects of its information systems infrastructure, including computer room
facilities such as air conditioning and alarm systems, communications network
facilities (including data switches and telephone switches), desktop computers,
ancillary business systems and the computerized process of scheduling systems
for the production equipment and servers. The Company has completed a
comprehensive review of possible Year 2000 impacts on production and operational
support areas of the Company. This review of all non-information technology
systems and equipment has revealed no material non-compliance problems. All
major molding equipment and control systems have no compliance issues or their
control system is not dependent on a microprocessor.


                                       15

<PAGE>   16



                      DOSKOCIL MANUFACTURING COMPANY, INC.

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


     In October 1998, the Company attempted to implement a new manufacturing,
distribution and financial hardware and software system to replace the Company's
current mainframe system, which is not Year 2000 compliant. This attempted
implementation encountered complications and the decision was made to pursue
other alternatives and return to its previous system. In July 1999 the Company
commenced the implementation of financial, manufacturing and distribution
modules, which are Y2K compliant.

     All of the Company's new equipment and software is Year 2000 compliant, and
the Company is obtaining certifications from the manufacturers and suppliers of
such software and equipment. The Company has relied on a strategy of replacement
rather than testing to verify that its critical systems are year 2000 compliant.

     NATURE AND LEVEL OF IMPORTANCE OF THIRD PARTIES. The Company's accounts
receivable system interfaces directly with significant third party vendors. The
company is in the process of working with third party vendors to ensure that the
Company's systems that interface directly with third parties are Year 2000
compliant by December 31, 1999. The Company has completed its remediation
efforts on these systems. The Company understands that these key vendors are in
the process of making their payable systems Year 2000 compliant. Each vendor
queried believed that its payable system would be Year 2000 compliant by the end
of 1999.

     The Company has queried its significant suppliers and subcontractors that
do not share information systems with the Company (external agents). To date,
the Company is not aware of any external agent with a Year 2000 issue that would
materially impact the Company's results of operations, liquidity, or capital
resources. However, the Company has no means of ensuring that external agents
will be Year 2000 ready. The inability of external agents to complete their Year
2000 resolution process in a timely fashion could materially impact the Company.
The effect of non-compliance by external agents is not determinable.

     YEAR 2000 COSTS. The Company originally estimated the cost of its entire
information systems upgrade, including Year 2000 compliance, to be approximately
$3.6 million. Due to the complications encountered with the implementation, the
Company has increased its budget for the entire project to approximately $6.5
million. Most of the costs of the Company's information systems upgrade will be
capitalized and amortized over a period not to exceed five years. Over the last
two years and a half years, capital expenditures for this project were
approximately $6.5 million, of which $2.3 million of these costs had minimal
future benefit and were charged to expense in fiscal 1999 as the result of the
failed system conversion. The remaining project costs will be financed through
the cash flow from operations and the Revolving Credit Facilities.

     YEAR 2000 RISKS. The Company is contacting certain of its material
suppliers and vendors to determine whether they are taking reasonable
precautions against potential Year 2000 problems and seeking to determine
whether any material delays or disruptions in their ability to supply good sand
services to the Company are likely to occur. Despite these efforts, the Company
cannot guarantee that it will not experience any problems in the Year 2000.

     Business operations depend largely upon daily interaction with numerous
third parties over which the Company exercises no control. The Company believes
third party compliance is its greatest risk in terms of magnitude. The situation
presents a very large challenge for all businesses. Management believes the
Company is acting reasonably to meet that challenge. If there are infrastructure
failures such as disruptions in the supply of electricity, water or
communications services, or major institutions, such as the government or
banking systems, are unable to provide their services or support resulting in a
disruption in services or support to the Company, the Company may be unable to
operate for the duration of the disruption.

     CONTINGENCY PLANS. Based on the Company's implementation of new software on
July 1, 1999, the Company fully expects to be Year 2000 compliant. The Company's
contingency plan in the event it fails to complete its Year 2000 projects would
be to hire outside programmers to modify and make its current computer programs
Year 2000 compliant. The Company will continue to monitor internal and external
progress.

ACCOUNTING STANDARDS

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This new standard requires recognition


                                       16

<PAGE>   17



                      DOSKOCIL MANUFACTURING COMPANY, INC.

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


of all new derivatives as either assets or liabilities at fair value. The
Company does not anticipate the effect of the adoption to have a material impact
on either financial position or results of operations.

Comparison of first quarters' EBITDA.

The following table summarizes the first quarter of fiscal 1999 and 2000:

<TABLE>
<CAPTION>
                                                      Three Months Ended September 30
                                                      -------------------------------
(In thousands)                                             1999             1998
                                                       ------------     ------------
<S>                                                    <C>              <C>
Pet products .....................................     $     31,248     $     32,378
Sporting goods ...................................            4,126            5,219
Outside resin sales ..............................            1,826            2,378
                                                       ------------     ------------
     Net sales ...................................     $     37,200     $     39,975
Cost of goods sold ...............................           25,720           22,604
                                                       ------------     ------------
     Gross profit ................................     $     11,480     $     17,371
Selling, general and administrative expense ......           12,685           11,025
                                                       ------------     ------------
     Operating (loss) income......................     $     (1,205)    $      6,346
Adjustments:
Depreciation, amortization and impairment ........            2,616            2,779
                                                       ------------     ------------
     EBITDA ......................................     $      1,411     $      9,125
</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. See also Footnote
     1 in the Notes to Financial Statements.


                                       17

<PAGE>   18



                      DOSKOCIL MANUFACTURING COMPANY, INC.

ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     There are no material changes to the disclosure on this matter made in the
Company's report on Form 10-K for the year ended June 30, 1999.



                                       18

<PAGE>   19

                      DOSKOCIL MANUFACTURING COMPANY, INC.


PART II   OTHER INFORMATION

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

(a)  Exhibits:

     27 -         Financial Data Schedule (for electronic filing only)

     10.35        Statement of Designation of Series D Preferred Stock

     10.36        Guaranty Warrant Agreement

     10.37        Preferred Stock and Warrant Purchase Agreement

(b)  Reports on Form 8-K:

     Form 8-K dated July 21, 1999 reported under Item 5, "Other Events," the
     announcement of appointment of the Company's new President and Chief
     Executive Officer.

     Form 8-K dated September 24, 1999 reported under Item 5, "Other Events,"
     the announcement of an Additional Credit Facility and the disposition of
     the Indianapolis facility.



                                       19

<PAGE>   20


                      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:   November 19, 1999          /s/ Larry E. Rembold
                                        --------------------------------------
                                        Larry E. Rembold
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)



     Date:   November 19, 1999          /s/ John J. Casey
                                        --------------------------------------
                                        John J. Casey
                                        Chief Financial Officer
                                        (Principal Accounting Officer)



                                       20

<PAGE>   21

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                       DESCRIPTION
     -------                      -----------
<S>               <C>

     27 -         Financial Data Schedule (for electronic filing only)

     10.35        Statement of Designation of Series D Preferred Stock

     10.36        Guaranty Warrant Agreement

     10.37        Preferred Stock and Warrant Purchase Agreement
</TABLE>