UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-24620
(Check one)
/ / Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F /X/ Form 10-Q and Form 10-QSB / / Form N-SAR
For period ended October 3, 1998
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/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and Form 10-QSB
/ / Transition Report on Form N-SAR
For the transition period ended
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant Darling International Inc.
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Former name if applicable
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Address of principal executive officer (Street and number)
251 O'Connor Ridge Blvd., Suite 300
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City, state and zip code Irving, TX 75038
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed (Check box if appropriate).
(a) The reasons described in reasonable detail in Part III of this fgorm
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F,11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due
/ / date; or the subject quarterly report or transition report on Form
10-Q, 10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
Darling International Inc. ("Darling") is a party to a Credit Agreement, as
amended, which provides for borrowings under a Term Loan and Revolving Credit
Agreement facility. As of October 3, 1998, the Company had several existing
events of default of certain financial covenants (the "Defaults") under the
Credit Agreement, as amended. On October 2, 1998, the Company entered into an
amendment of the Credit Agreement whereby BankBoston, N.A., as agent, and the
other participant banks in the Credit Agreement (the "Banks") agreed to forbear
from exercising rights and remedies arising as a result of the Defaults until
November 9, 1998 (the "Modification").
On November 6, 1998, the Company entered into an extension of the
Modification (the "Modification Extension") whereby the banks agreed to forbear
from exercising rights and remedies arising as a result of the Defaults until
December 14, 1998 (The "Modification Termination Date"). The Banks have agreed,
pursuant to terms of the Credit Agreement, as amended, to continue to extend
credit to the Company.
Darling is currently negotiating with the Banks the terms and conditions of
an Amendment to the Credit Agreement. Darling believes that such negotiations
will be satisfactorily concluded before the Modification Termination Date.
Darling was notified late on Monday, November 16, 1998, by its external
accountants that as a result of the Modification there was an issue regarding
the balance sheet classification of Darling's long-term debt obligations.
Specifically, the accountants have expressed a view that the Modification
requires a reclassification in accordance with "EITF 86-30 Classification of
Obligations When a Violation Is Waived by the Creditor."
It is the Company's interpretation that, because of the facts and
circumstances that exist, EITF 86-30 does not apply, and the reclassification of
long-term debt obligations would in fact, unfairly represent the financial
condition of Darling and would therefore be misleading to investors and other
users of the Company's financial information.
Based on the above facts, the Company respectfully requests an extension of
time to file the Form 10Q for the quarter ended October 3, 1998, while it seeks
to resolve this issue.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
John O. Muse 972) 281-4493
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(name) (area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports(s) been filed?
If the answer is no, identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
/ / Yes /X/ No
If so: attach an explantation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Darling International Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date By
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