DARLING INTERNATIONAL INC
8-K, 1999-11-23
FATS & OILS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of report (Date of earliest event reported) November 23, 1999
                                                        -----------------


                           DARLING INTERNATIONAL INC.
               (Exact Name of Registrant as Specified in Charter)


         Delaware                     0-24620                   36-2495346
- ----------------------------       -------------           --------------------
(State or Other Jurisdiction       (Commission                (IRS Employer
     of Incorporation)              File Number)            Identification No.)


251 O'Connor Ridge Blvd., Suite 300, Irving, Texas                75038
- --------------------------------------------------              ----------
     (Address of Principal Executive Offices)                   (Zip Code)


Registrant's telephone number, including area code (972) 717-0300
                                                   --------------


          (Former Name or Former Address, if Changed Since Last Report)




                                     1 of 4

<PAGE>


Item 6.   Resignations of Registrant's Directors

          By letter dated  November 11, 1999 which was received by  registrant's
Chairman of the Board and became  effective  on November  16,  1999,  William L.
Westerman  resigned  as  a  director.   Mr.  Westerman  has  not  indicated  any
disagreement with registrant on any matter relating to registrant's  operations,
policies or practices.



                                     2 of 4

<PAGE>


Item 7.   Financial Statements, ProForma Financial Information and Exhibits

          (c)  Exhibits

               17.1      Letter, dated November 11, 1999, from William L.
                         Westerman to Mr. Denis Taura.


                                     3 of 4

<PAGE>

                                   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.


                                     DARLING INTERNATIONAL INC.
                                       (Registrant)


Date:  November 23, 1999             /s/ John O. Muse
                                     -------------------------------------
                                     John O. Muse
                                     Vice President and Chief Financial Officer



                                     4 of 4


<PAGE>

                                 EXHIBIT INDEX

     Exhibit
      Number             Description
     -------             -----------

       17.1              Letter, dated November 11, 1999, from William L.
                         Westerman to Mr. Denis Taura.





November 11, 1999



Mr. Denis Taura
Darling International
251 O'Connor Ridge Boulevard
Suite 300
Irving, TX 75038

Dear Denis:

Enclosed is a copy of my letter to Bruce Waterfall dated November 5, 1999.

As I advised you in our telephone  conversation  today, I have resigned from the
Darling Board of Directors, effective immediately.

I have enjoyed  working with you and wish you the best of luck in your endeavors
to bring the Company back to acceptable levels of profitability.

Very truly yours,



/s/  William L. Westerman
- -------------------------
     William L. Westerman

WLW:lj

Enclosure

<PAGE>

November 5, 1999



Mr. Bruce Waterfall
Morgens, Waterfall, Vintiadis & Co., Inc.
10 East 50th Street
26th Floor
New York, NY 10022

Dear Bruce:

In view of the  Morgens  Waterfall's  initiation  of legal  action  against  the
Riviera, and me personally,  I believe it is inappropriate for me to continue as
a director of Darling International.

Therefore,  please  accept my  resignation  as a Director of Darling,  effective
immediately.

I wish you and Darling management the best of luck in the future.


Very truly yours,



/s/  William L. Westerman
- -------------------------
     William L. Westerman

WLW:lj



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