-----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, P5qpmnBlpIsKik0CvgrTMGNzrpANVVAIFCikkj7b/bAsDzhL1x6pqZpqlcNHnjPl WGiCmDMh0YU/3vA6RjdHsw== 0000909518-07-000002.txt : 20070103 0000909518-07-000002.hdr.sgml : 20070101 20070103094012 ACCESSION NUMBER: 0000909518-07-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061231 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070103 DATE AS OF CHANGE: 20070103 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: 1934 Act SEC FILE NUMBER: 001-13323 FILM NUMBER: 07500938 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 8-K 1 mv12-28_8k.txt 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) DECEMBER 31, 2006 ------------------------------- DARLING INTERNATIONAL INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 000-24620 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 ---------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 31, 2006, Darling International Inc. (the "Company") and Trust Company of the West, a California trust company, not in its individual capacity but only as trustee of the trust established pursuant to an Individual Trust Agreement, dated as of January 31, 1987, as amended, between The Boilermaker-Blacksmith National Pension Trust and itself (the "Trust"), executed Amendment No. 1 to Claim Purchase Agreement ("Amendment No. 1"). Amendment No. 1 amends that certain Claim Purchase Agreement (the "Agreement"), dated as of October 12, 2006, by and between the Company and the Trust. Under the terms of the Agreement, either of the Company or the Trust may terminate the Agreement if the transactions contemplated thereunder have not been consummated by December 31, 2006 (the "Outside Date"). Amendment No. 1 extends the Outside Date to March 31, 2007. All other terms and conditions of the Claim Purchase Agreement remain unchanged. A copy of the Agreement was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on October 18, 2006. The above summary of Amendment No. 1 in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of Amendment No. 1 attached hereto as Exhibit 2.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 2.1 Amendment No. 1 to Claim Purchase Agreement, dated as of December 31, 2006, by and between Darling International Inc. and Trust Company of the West as trustee of the trust established pursuant to an Individual Trust Agreement between the Boilermaker-Blacksmith National Pension Trust and itself. 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. Date: January 2, 2007 By: /s/ John O. Muse --------------------------------- John O. Muse Executive Vice President Finance and Administration EXHIBIT LIST 2.1 Amendment No. 1 to Claim Purchase Agreement, dated as of December 31, 2006, by and between Darling International Inc. and Trust Company of the West as trustee of the trust established pursuant to an Individual Trust Agreement between the Boilermaker-Blacksmith National Pension Trust and itself. EX-2 2 mv12-28ex2_1.txt 2.1 Exhibit 2.1 AMENDMENT NO. 1 TO CLAIM PURCHASE AGREEMENT THIS AMENDMENT NO. 1 to Claim Purchase Agreement (this "Amendment") is effective as of the 31st day of December, 2006, by and among Darling International Inc. (f/k/a Darling Delaware Company, Inc.), a Delaware corporation ("Seller"), and Trust Company of the West, a California trust company, not in its individual capacity but only as trustee of the trust established pursuant to an Individual Trust Agreement, dated as of January 31, 1987, as amended, between The Boilermaker-Blacksmith National Pension Trust and itself ("Purchaser"). RECITALS WHEREAS, the Seller and Purchaser have previously entered into that certain Claim Purchase Agreement, dated as of October 12, 2006 (the "Agreement"); WHEREAS, pursuant to Section 11.4 of the Agreement, such Agreement may be amended by a written instrument making specific reference to the Agreement signed by Seller and Purchaser; and WHEREAS, the Seller and Purchaser wish to amend the Agreement. In consideration of the foregoing premises and the mutual promises and covenants contained in this Amendment, and for their mutual reliance, the parties hereto agree as follows: SECTION 1. Amendment to the Agreement. Section 9.1(e) of the Agreement is hereby amended and restated in its entirety as follows: "by Purchaser or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before March 31, 2007." SECTION 2. No Implied Amendments. Except as herein provided, the Agreement shall remain in full force and effect and is ratified in all respects. On and after the effectiveness of this Amendment, each reference in the Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import, and each reference to the Agreement in any other agreements, documents or instruments executed and delivered pursuant to the Agreement shall mean and be a reference to the Agreement, as amended by this Amendment. SECTION 3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, binding on all of the parties hereto. The parties agree that facsimile copies of signatures shall be deemed originals for all purposes hereof and that a party may produce such copies, without the need to produce original signatures, to prove the existence of this Amendment in any proceeding brought hereunder. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. SELLER: DARLING INTERNATIONAL INC. By: /s/ John O. Muse --------------------------------- Name: John O. Muse Title: Executive Vice President, Finance & Administration PURCHASER: TRUST COMPANY OF THE WEST, not in its individual capacity but only as Trustee of the Trust established pursuant to an Individual Trust Agreement dated as of January 31, 1987, as amended, between the Boilermaker-Blacksmith Pension Trust and itself By: /s/ Brian J. Daly --------------------------------- Name: Brian J. Daly Title: Managing Director By: /s/ Brian O'Connor --------------------------------- Name: Brian O'Connor Title: Vice President SIGNATURE PAGE TO AMENDMENT NO.1 TO CLAIM PURCHASE AGREEMENT -----END PRIVACY-ENHANCED MESSAGE-----