~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~DC ~~AND EXCHANGE COMMISSION~~20549

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

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

~~CURRENT~~Date ~~REPORT PURSUANT~~of TOReport ~~SECTION~~(Date 13of ORearliest ~~15(d~~event reported) OFAugust 28, ~~THE SECURITIES EXCHANGE ACT OF 1934~~2005

~~Date~~Doane ofPet ~~Report~~Care ~~(Date of Earliest Event Reported)~~Company ~~August 12, 2004~~

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

Delaware (~~Exact~~State ~~Name~~or Other Jurisdiction of ~~Registrant~~Incorporation) as0-27818 ~~Specified~~(Commission inFile ~~Its~~Number) ~~Charter~~43-1350515 (IRS Employer Identification No.)

~~Delaware~~210 ~~(State~~Westwood orPlace ~~Other~~South, ~~Jurisdiction~~Suite of400 ~~Incorporation~~Brentwood, orTN ~~Organization)~~(Address ~~0-27818~~of ~~(Commission~~Principal ~~File~~Executive ~~Number~~Offices) ~~43-1350515~~37027 (~~IRS~~Zip ~~Employer Identification No.~~Code)

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

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

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

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 9. Regulation FD Disclosure; Item 12. Results of Operation and Financial Condition.
Signatures
INDEX TO EXHIBITS
Press Release dated August 12, 2004

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

~~Table~~o Soliciting ofmaterial ~~Contents~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~o Pre-commencement 7.communications ~~Financial~~pursuant ~~Statements,~~to ~~Pro~~Rule 14d-2(b) ~~Forma~~under ~~Financial~~the ~~Information~~Exchange ~~and~~Act ~~Exhibits~~(17 CFR 240.14d-2(b))

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

~~99.~~Section 1 —Registrant’s ~~Doane~~Business ~~Pet~~and ~~Care~~Operations Item 1.01. ~~Company~~Entry ~~press~~into ~~release~~a ~~dated~~Material ~~August~~Definitive ~~12, 2004, entitled “Doane Pet Care Reports 2004 Second Quarter Results”~~Agreement.

~~Item~~ On 9.August 28, ~~Regulation~~2005, FDDoane ~~Disclosure;~~Pet ~~Item~~Care 12Company (the “Company”) and its parent corporation, Doane Pet Care Enterprises, Inc. ~~Results~~(“Enterprises”), entered into an agreement with Teachers’ Private Capital, the private investment arm of ~~Operation~~the ~~and~~Ontario ~~Financial~~Teachers’ ~~Condition~~Pension Plan, pursuant to which Teachers’ Private Capital will acquire all of the outstanding stock of Enterprises for total cash consideration of $840 million.

The ~~registrant~~acquisition ~~issued~~of aEnterprises’ ~~press~~outstanding ~~release~~stock ~~dated~~by ~~August 12,~~Teachers’ ~~2004~~Private ~~announcing~~Capital ~~its~~will be ~~second~~effected ~~quarter~~through ~~and~~the ~~first~~merger ~~six months~~ of ~~fiscal~~DPC ~~2004~~Newco, ~~results~~Inc. (“Newco”), ~~which~~a isDelaware ~~attached~~corporation formed by Teachers’ Private Capital to ~~this~~effect ~~Form~~the ~~8-K~~transaction, aswith ~~Exhibit 99~~and into Enterprises.1 ~~and~~In ~~which~~accordance ~~shall~~with the beAgreement ~~deemed~~and aPlan ~~part~~of Merger, dated as of August 28, 2005, by and among Newco, Enterprises and ~~incorporated~~the byCompany ~~reference~~(the ~~into~~“Merger ~~this~~Agreement”), ~~Item 9~~consummation of the transaction is subject to customary terms and ~~Item 12~~conditions, ~~for~~including, ~~all~~but ~~purposes~~not limited to, regulatory approvals.

~~The~~A ~~Company~~copy ~~announced~~of ~~that it provided~~ the ~~SEC~~Merger ~~with~~Agreement ~~certifications~~will ~~from its~~be ~~Chief~~filed ~~Executive~~as ~~Officer~~an ~~and~~exhibit ~~Chief~~to ~~Financial Officer on August 12, 2004 in accordance with Section 906 of~~ the ~~Sarbanes-Oxley~~Company’s ~~Act~~next ~~of 2002~~periodic report.

InChange ~~accordance with General Instructions B.2 and B.6~~ of ~~Form 8-K, the~~Control information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities and Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

~~Signatures~~ Completion of the transaction will constitute a change of control of the Company, triggering repayment or redemption obligations under the Company’s credit facility and governing documents of certain of its securities. In connection with the transaction, the Company may redeem, repay or refinance some or all of its securities or outstanding indebtedness. The Company is also party to other agreements in the ordinary course of business that may contain change of control provisions. Under these agreements, completion of the transaction may require the Company to take certain actions or obtain necessary consents.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the~~Section 7—Regulation FD ~~registrant~~Item 7.01. ~~has~~Regulation FD ~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Disclosure.

~~DOANE~~ On ~~PET~~August 29, ~~CARE~~2005, ~~COMPANY~~the ~~By:~~Company ~~/s/~~issued ~~PHILIP~~a K.press ~~WOODLIEF~~release ~~Philip~~announcing K.the ~~Woodlief~~acquisition ~~Vice~~by ~~President,~~Teachers’ Private ~~Finance~~Capital ~~and~~of ~~Chief~~all ~~Financial~~of ~~Officer~~the ~~By:~~outstanding ~~/s/~~stock ~~STEPHEN~~of PEnterprises for total cash consideration of $840 million. ~~HAVALA~~A ~~Stephen~~copy Pof the press release is attached as Exhibit 99.1 ~~Havala~~to ~~Corporate~~the ~~Controller~~Current Report on Form 8-K and ~~Principal~~is ~~Accounting~~incorporated ~~Officer~~by reference into this Item 7.01.

~~Date:~~ In ~~August~~accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 1299.1, ~~2004~~shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, each as amended, except as shall be expressly set forth by specific reference in such a filing.

~~Table~~Section 8—Other ofEvents Item 8.01. ~~Contents~~Other Events.

~~INDEX~~ In TOconnection ~~EXHIBITS~~with the transaction discussed in Item 1.01 of this Form 8-K, the Board of Directors of the Company has approved transaction bonuses for the Company’s global senior management in an aggregate amount of up to $15 million. Payment terms and amounts of the transaction bonuses are dependent upon the satisfaction of certain conditions, including, but not limited to, completion of the transaction.

Exhibit
Number		Description
99.1	—	Doane Pet Care Company press release dated August 12, 2004, entitled “Doane Pet Care Reports 2004 Second Quarter Results”

Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.


99.1		Press Release Dated August 29, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	DOANE PET CARE COMPANY
	By:	/s/ DOUGLAS J. CAHILL
		Douglas J. Cahill
		President and Chief Executive Officer

Date: September 1, 2005

EXHIBIT INDEX


Exhibit
Index		Description

99.1		Press Release Dated August 29, 2005

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