UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTON 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 30, 1996
DARLING INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24620 36-2495346
(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification
Number)
251 O'Connor Ridge Blvd.
Suite 300
Irving, Texas 75038
(Address of principal executive offices) (Zip Code)
(214) 717-0300
(Registrant's telephone number, including area code)
Page 1
Exhibit Index located at Page 5
Items 1, 3, 4, 5, 6 and 8. Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 30, 1996, Darling International Inc. (the
"Registrant") acquired 100% of the outstanding capital stock
of International Processing Corporation ("IPC") and
International Transportation Service, Inc. ("ITS") in
accordance with a Stock Purchase Agreement dated as of August
30, 1996, among the Registrant, IPC, ITS and the stockholders
of IPC and ITS (the "Sellers"). The Sellers were comprised of
twenty-two individuals or trusts for the benefit of
individuals.
Pursuant to the Stock Purchase Agreement, the purchase price
for the capital stock of IPC was $29,835,000 and the purchase
price for the capital stock of ITS was $165,000. The purchase
price was paid in cash and was determined by agreement between
the Registrant and the Seller. The Registrant funded $29.6
million of the purchase price with funds financed under the
Acquisition Facility pursuant to the Credit Agreement among
the Registrant, The First National Bank of Boston, as agent,
and Harris Trust and Savings Bank, as co-agent. The remaining
$400,000 of the purchase price was funded out of cash on hand.
In connection with the Acquisition, the Registrant also paid
approximately $2.8 million in full payment and retirement of
certain indebtedness of IPC. The Registrant used cash on hand
to fund the repayment of such indebtedness.
IPC processes by-products collected from bakeries, pasta
manufacturers, confectioners and snack food producers for sale
to the animal feed industry. The Registrant intends to
continue operating the business and assets of IPC in a similar
manner as they were operated prior to the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
For the acquisition reported in Item 2 above, it is not
practicable to include the financial statements of the
acquired business as required by Rule 3-05(b) of Regulation
S-X at this time. The Registrant intends to file such
information on or before November 13, 1996.
Page 2
(b) Pro Forma Financial Information
For the acquisition reported in Item 2 above, it is not
practicable to include the pro forma financial information as
required by Article II of Regulation S-X. The Registrant
intends to file such information on or before November 13,
1996.
(c) Exhibits
2 Stock Purchase Agreement dated as of August 30, 1996,
among Darling International Inc., International
Processing Corporation, International Transportation
Service, Inc., and the stockholders of International
Processing Corporation and International Transportation
Service, Inc.
99.1 Press release dated September 3, 1996, regarding the
purchase of 100% of the stock of International
Processing Corporation for $30 million in cash.
Page 3
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.
Date: September 13, 1996 By: /s/ John R. Witt
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John R. Witt
Vice President and
Chief Financial Officer
Page 4
EXHIBIT INDEX
Exhibit Page
Number Description Number
2 Stock Purchase Agreement dated as of
August 30, 1996, among Darling International Inc.,
International Processing Corporation, International
Transportation Service, Inc., and the stockholders
of International Processing Corporation and
International Transportation Service, Inc. ........ 9
99.1 Press release dated September 3, 1996, regarding
the purchase of 100% of the stock of International
Processing Corporation for $30 million in cash..... 7
Page 5