-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C/Bdqme69g7J/WKQmCTUY7j4VpN1TA1O62YOT9TY0w6t/WjER1Z2w+GxO/taL3WG g/YhElHWdq5Fua0G/24l+g== 0000894579-01-500029.txt : 20010425 0000894579-01-500029.hdr.sgml : 20010425 ACCESSION NUMBER: 0000894579-01-500029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010409 ITEM INFORMATION: FILED AS OF DATE: 20010424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DARLING INTERNATIONAL INC CENTRAL INDEX KEY: 0000916540 STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070] IRS NUMBER: 362495346 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13323 FILM NUMBER: 1609703 BUSINESS ADDRESS: STREET 1: 251 O CONNOR RIDGE BLVD STREET 2: STE 300 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9727170300 MAIL ADDRESS: STREET 1: 251 OCONNOR RIDGE BLVD STREET 2: #300 CITY: IRVING STATE: TX ZIP: 75038 EX-99 1 darl-exh99.txt NEWS RELEASE DARLING INTERNATIONAL INC NEWS RELEASE Irving, Texas, April 20, 2001: Darling International Inc. (AMEX:DAR) announced today that Fleet Bank, which is the agent for the Lenders who are parties to a Credit Agreement with Darling, notified Darling on April 9, 2001 that an "Event of Default" had occurred under a section of the Credit Agreement (which appears to relate to Darling's solvency) and unilaterally limited a revolving credit commitment to $6.9 million less than the amount specified in the Credit Agreement while reserving the right to lend more, at the agent bank's discretion. Darling is confident that no Event of Default under the Credit Agreement in fact occurred (including any default relating to solvency). Discussions with the Lenders have been ongoing but Darling has not been successful in causing the Lenders to rescind such purported default notice. Darling believes that it should be able to continue to operate its business even with this reduced credit availability unless the wrongful assertion of a default causes injury to Darling which requires credit from the Lenders in excess of the arbitrarily imposed limit. Darling is unable to predict whether the Lenders would lend additional funds to Darling if Darling requires funds in excess of the arbitrarily imposed limit. Darling has engaged The Blackstone Group, L.P. to advise Darling in connection with analyzing, structuring and effecting a restructuring of the Credit Agreement. Although Darling hopes that it will be able to successfully restructure its obligations under the Credit Agreement, there can be no assurance that this will occur. The Credit Agreement matures on June 30, 2001. - -------------------------------------------------------------------------------- FOR MORE INFORMATION CONTACT: John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd., Finance and Administration, or Suite 300 Brad Phillips, Treasurer Irving, Texas 75038 Phone: 972-717-0300 DARLING INTERNATIONAL INC. News Release April 20, 2001 Page 2 Darling International Inc. is the largest publicly traded, food processing by-products recycling company in the United States. The Company recycles used restaurant cooking oil and by-products from the beef, pork and poultry processing industries into useable products such as tallow, feed-grade fats and meat and bone meal. These products are primarily sold to animal feed and oleo-chemical manufacturers around the world. { This media release contains forward-looking statements regarding the business operations of Darling. These statements are identified by words such as "may," "will," "expect," "believe," "intend," "anticipate," "estimate," continue," and other words referring to events to occur in the future. These statements reflect Darling's current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties, including business and economic conditions in its existing markets. Other risks and uncertainties regarding Darling, the industry in which it operates and the implementation of its business strategy are described in Darling's Form 10-Qs, the most recent filed November 14, 2000; Form 10-K filed March 30, 2001; and Darling's Proxy Statement filed April 20, 2001. Darling undertakes no obligation to update any forward-looking statements made in this media release. } - END - - -------------------------------------------------------------------------------- FOR MORE INFORMATION CONTACT: John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd., Finance and Administration, or Suite 300 Brad Phillips, Treasurer Irving, Texas 75038 Phone: 972-717-0300 8-K 2 darl8k.txt FORM 8-K DATED APRIL 9, 2001 As filed with the Securities and Exchange Commission on April 24, 2001 ================================================================================ UNITED STATES 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): April 9, 2001 ------------- Darling International Inc. -------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 000-24620 36-2495346 ---------- ----------- ------------ (State of 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 ------------ ================================================================================ Item 5. Other Events. Darling International Inc. (the "Company") is filing this Current Report on Form 8-K to report that on April 9, 2001, Fleet National Bank, as agent (the "Agent") under the Amended and Restated Credit Agreement, dated as of January 22, 1999, by and among the Company, the lenders party thereto (the "Banks"), and the Agent, and Comercia Bank, Credit Lyonnais, New York Branch and Wells Fargo Bank (Texas), National Association, as co-agents, as amended from time to time (as so amended, the "Credit Agreement") notified the Company that an event of default had occurred under a certain section of the Credit Agreement (which section appears to relate to the Company's solvency), and unilaterally limited a revolving credit commitment to $6.9 million less than the amount specified in the Credit Agreement, while reserving the Banks' right to lend additional amounts, at the Agent's discretion. The Company is confident that no event of default under the Credit Agreement has occurred (including any event of default relating to solvency). Discussions between the Company and the Agent have been ongoing but the Company has not been successful in its attempts to cause the Agent to rescind the wrongfully issued and incorrect notice of default. The Company believes that it should be able to continue to operate its business despite this reduced credit availability unless the wrongful and incorrect assertion of an event of default causes injury to the Company that in turn requires the obtaining of credit from the Banks in excess of the arbitrary limit imposed by the Agent. The Company is unable to predict whether the Banks would lend sufficient funds to the Company to enable it to meet currently unforeseeable developments resulting from such wrongful event of default notice. The Company has engaged The Blackstone Group, L.P. to advise the Company in connection with analyzing, structuring and effecting a restructuring of the Credit Agreement. Although the Company hopes that it will be able to successfully restructure its obligations under the Credit Agreement, there can be no assurance that this will occur. The Credit Agreement is scheduled to mature on June 30, 2001. A copy of the press release issued by the Company on April 20, 2001 regarding the foregoing has been filed as Exhibit 99.1 to this report. ------------------------------------------------------ The foregoing contains forward-looking statements regarding the business operations of the Company. These statements are identified by words such as "may," "will," "expect," "believe," "intend," "anticipate," "estimate," continue," and other words referring to events to occur in the future. These statements reflect the Company's current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties, including business and economic conditions in its existing markets. Other risks and uncertainties regarding the Company, the industry in which it operates and the implementation of its business strategy are described in the Company's Form 10-Qs, the most recent filed November 14, 2000; Form 10-K filed March 30, 2001; and the Company's Proxy Statement filed April 20, 2001. The Company undertakes no obligation to update any such forward-looking statements. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press release issued by the Company on April 20, 2001. SIGNATURE 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. Dated: April 24, 2001 By: /s/ John O. Muse ----------------------- John O. Muse Executive Vice President - Finance and Administration EXHIBITS INDEX Exhibit Number Description 99.1 Press release issued by the Company on April 20, 2001. -----END PRIVACY-ENHANCED MESSAGE-----