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) January 14, 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)
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Item 5. Other Events
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Darling International Inc. (the "Company") and its bank lending group are
continuing discussions to amend certain terms and conditions of the Credit
Agreement dated as of June 5, 1997 (as amended from time to time) among the
Company, Comerica Bank, Credit Lyonnais New York Branch and Wells Fargo Bank
(Texas), National Association, and BankBoston, N.A., (the "Credit Agreement") in
light of reduced commodity prices which have adversely affected the Company's
sales and earnings in 1998. The banks party to the Credit Agreement previously
agreed to forbear their rights through December 14, 1998 by reason of the
Company's failure to meet certain financial covenants.
In order to finalize an amendment to the Credit Agreement the banks have
agreed to extend the forbearance period to January 22, 1999 pursuant to an
amendment to the forbearance agreement dated December 14, 1998 between the
Company and the banks, which amendment was executed by the parties on January
14, 1999 (the "Amendment"). The banks will continue to provide funding to the
Company pursuant to the Credit Agreement. There is no guaranty that the
negotiations to amend the Credit Agreement will be successful.
A copy of the Amendment has been filed with this report as Exhibit 99.1 and
is incorporated herein by reference.
Item 7. Exhibits
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99.1 Amendment, dated January 14, 1999, to the Forbearance Agreement, dated
as of December 14, 1998, among Darling International Inc., the banks or
other lending institutions signatory thereto (the "Banks"), Comerica
Bank, Credit Lyonnaise New York Branch and Wells Fargo Bank (Texas),
National Association, each individually as a Bank and as a co-agent,
and BankBoston, N.A., individually as a Bank and as agent for itself
and the other Banks.
99.2 Press Release dated January 15, 1999
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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: January 22, 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
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EXHIBITS INDEX
Exhibit
Number Description
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99.1 Amendment, dated January 14, 1999, to the Forbearance Agreement, dated
as of December 14, 1998, among Darling International Inc., the banks or
other lending institutions signatory thereto (the "Banks"), Comerica
Bank, Credit Lyonnaise New York Branch and Wells Fargo Bank (Texas),
National Association, each individually as a Bank and as a co-agent,
and Bank Boston, N.A., individually as a Bank and as agent for itself
and the other Banks.
99.2 Press Release dated January 15, 1999
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Exhibit 99.1
January 14, 1999
Darling International Inc.
251 O'Connor Ridge Road, Suite 300
Irving, Texas 75038
Attention: Mr. Brad Phillips
Re: Credit Agreement dated as of June 5, 1997 (the "Credit
Agreement"), among Darling International Inc. (the "Borrower"),
the Banks party thereto (the "Banks"), and BankBoston, N.A., as
Agent (the "Agent"). All capitalized terms used herein, unless
otherwise defined herein, shall have the same meaning as in the
Credit Agreement.
Ladies and Gentlemen:
Subject to the Borrower's and each Obligated Party's execution of this
letter (the "Amendment Letter"), and effective as of the date hereof, the Agent
and each of the undersigned Banks agree to amend that certain Forbearance
Agreement dated as of December 14, 1998, among the Borrower, the Agent, and the
Banks (the "Forbearance Agreement") as follows:
1. In each instance, the date "January 15, 1999" in Section 2.1 of the
Forbearance Agreement is amended to mean "January 22, 1999"; and
2. In each instance, the date "January 15, 1999" in Section 2.2 of the
Forbearance Agreement is amended to mean "January 22, 1999".
THIS AMENDMENT LETTER EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS WHETHER WRITTEN OR ORAL RELATING TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This
Amendment Letter shall be governed by and construed in accordance with the
internal laws of the State of Texas without regard to conflicts of law
principles. This Amendment Letter may be executed in one or more counterparts
and on telecopy
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counterparts each of which shall be deemed an original but all of which together
shall constitute one and the same agreement.
Very truly yours,
BANKBOSTON, N.A.,
as Agent and as a Bank
By: /s/
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Peter Haley, Vice President
Accepted and agreed to
as of January 15, 1999:
BORROWER:
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DARLING INTERNATIONAL INC.
INTERNATIONAL PROCESSING CORPORATION
INTERNATIONAL TRANSPORTATION SERVICE, INC.
THE STANDARD TALLOW CORPORATION
DARLING RESTAURANT SERVICES INC.
ESTEEM PRODUCTS INC.
By: /s/
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Brad Phillips, Treasurer of each of
the foregoing companies
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BANKS:
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CO-AGENTS:
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/
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Name:
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Title:
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COMERICA BANK
By: /s/
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Name:
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Title:
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WELLS FARGO BANK (TEXAS),
NATIONAL ASSOCIATION
By: /s/
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Name:
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Title:
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OTHER BANKS:
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HARRIS TRUST AND SAVINGS BANK
By: /s/
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Name:
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Title:
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THE FIRST NATIONAL BANK OF CHICAGO
By: /s/
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Name:
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Title:
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HIBERNIA NATIONAL BANK
By: /s/
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Name:
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Title:
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THE SUMITOMO BANK, LIMITED
By: /s/
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Name:
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Title:
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By: /s/
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Name:
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Title:
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SUNTRUST BANK, ATLANTA
By: /s/
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Name:
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Title:
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By: /s/
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Name:
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Title:
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CREDIT AGRICOLE INDOSUEZ
By: /s/
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Name:
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Title:
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THE FUJI BANK, LIMITED - NEW YORK
BRANCH
By: /s/
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Name:
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Title:
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THE BANK OF NOVA SCOTIA
By: /s/
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Name:
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Title:
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BANK ONE, TEXAS, N.A.
By: /s/
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Name:
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Title:
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NATIONSBANK, N.A. (successor in
interest by merger to NationsBank of
Texas, N.A.)
By: /s/
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Name:
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Title:
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Exhibit 99.2
News Release
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Darling International Inc. Announces Continuing Discussions with Banks
Irving, Texas, January 15, 1999: Darling International Inc. (AMEX-DAR)
announced that the forbearance of certain covenant defaults under its Credit
Agreement had been extended from January 15, 1999, to January 22, 1999 to permit
completion of a revision of the terms of the Credit Agreement. The Company is
hopeful that final agreement will be reached within the extended forbearance
period.
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. The 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 Friday, January 15, Darling stock closed at $3.00
per share.
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