SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) February 9, 1999
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Darling International Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24620 36-2495346
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
251 O'Connor Ridge Blvd., Suite 300, Irving, Texas 75038
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (972) 717-0300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5
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Item 5. Other Events
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Darling International Inc. (the "Company") entered into a Stock
Purchase Agreement dated as of February 9, 1999 (the "Agreement") with Scope
Products, Inc., a wholly owned subsidiary of Scope Industries, pursuant to which
the Company agreed to sell all the issued and outstanding stock of the Company's
bakerage by-product subsidiary, International Processing Corporation, and
related subsidiaries for a total consideration of twenty-two million dollars
($22,000,000). Two million dollars ($2,000,000) of the total consideration will
be deposited in an escrow account to cover certain post-closing adjustments and
the Company's indemnification obligations under the Agreement. The closing of
the transaction is subject to certain conditions, including receipt of necessary
approvals under the Hart-Scott-Rodino Act. Accordingly, there can be no
assurance that the conditions to closing will be satisfied or waived by the
parties or that the sale will be consummated.
The Company released a press release announcing the Agreement on
February 10, 1999. A copy of the press release has been filed with this report
as Exhibit 99.1.
Item 7. Exhibits
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99.1 Press Release dated February 10, 1999
Page 2 of 5
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DARLING INTERNATIONAL INC.
Date: February 18, 1999 By: /s/ Dennis B. Longmire
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Name: Dennis B. Longmire
Title: Chief Executive Officer
By: /s/ John O. Muse
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Name: John O. Muse
Title: Chief Financial Officer
Page 3 of 5
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EXHIBITS INDEX
Exhibit
Number Description
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99.1 Press Release dated February 10, 1999
Page 4 of 5
Exhibit 99.1
News Release
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Irving, Texas February 10, 1999: Darling International Inc. (AMEX:DAR)
announced the signing of a Stock Purchase Agreement with Scope Products, Inc., a
wholly owned subsidiary of Scope Industries (AMEX:SCP), for the purchase of all
the issued and outstanding stock of Darling International Inc.'s bakerage
by-product subsidiary, International Processing Corporation, and related
subsidiaries for a total consideration of $22,000,000. The closing of the
transaction is subject to certain conditions, including receipt of necessary
approvals under the Hart-Scott-Rodino Act.
Darling International Inc. is the largest food processing by-products
recycling company in the United States. The Company recycles used restaurant
cooking oil, bakery by-products, and by-products from the beef, pork and poultry
processing industries into useable products such as tallow, feed-grade fats,
meat and bone meal, and dried bakery product. These products are primarily sold
to animal feed and oleo-chemical manufacturers around the world.
The Company's shares are traded on the American Stock Exchange under
the symbol DAR. In AMEX trading on Wednesday, February 10, Darling stock closed
at $2.8125 per share.
