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 19, 2005
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DARLING INTERNATIONAL INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-24620 36-2495346
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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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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):
[X] 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 19, 2005, Darling International Inc., a Delaware
corporation (the "Darling"), Darling National LLC, a Delaware limited liability
company and a wholly-owned subsidiary of Darling ("Darling LLC"), and National
By-Products, LLC, an Iowa limited liability company ("NBP"), entered into an
Asset Purchase Agreement (the "Purchase Agreement"), providing, among other
things, that Darling LLC will acquire substantially all of the assets of NBP
(the "Transaction").
The aggregate consideration for the Transaction, which is subject to
certain purchase price adjustments, will be $70.5 million in cash and an amount
of Darling common stock, par value $0.01 per share ("Darling Common Stock"),
equal to 20% of the outstanding shares of Darling Common Stock (the "Stock
Consideration"), calculated on a fully diluted basis on the date the Transaction
is consummated (the "Closing Date"). In addition to the consideration mentioned
above, the Purchase Agreement also includes a provision for the conditional
issuance of additional Darling Common Stock on the last day of the 13th full
consecutive month following the Closing Date (the "True-Up Date") if the dollar
value of the Stock Consideration is below $70.5 million, based upon the average
per share closing price of the Darling Common Stock for the 90 calendar days
prior to the True-Up Date. The shares of Darling Common Stock issuable in
connection with the Transaction will be registered with the Securities and
Exchange Commission on a Form S-4 registration statement.
The proposed Transaction has been approved by the boards of directors
of Darling and NBP and is expected to close in the first half of 2006, subject
to approval by Darling's stockholders, NBP's unitholders, customary regulatory
approvals, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, and other customary conditions for similar
transactions. The proposed Transaction described above will require the
affirmative vote of the holders of a majority of the outstanding shares of
Darling Common Stock. There can be no assurance that the Transaction will be
consummated or, if consummated, as to the timing thereof.
The summary of the Purchase Agreement in this Current Report on Form
8-K is qualified in its entirety by reference to the full text of the Purchase
Agreement attached hereto as Exhibit 2.1.
On December 20, 2005, Darling issued a press release, which is filed as
Exhibit 99.1 hereto and incorporated herein by reference, announcing the
execution of the Purchase Agreement.
Darling will file a proxy statement/prospectus with the Securities and
Exchange Commission (the "SEC") in connection with the proposed transaction.
Investors and security holders are urged to read that document, when it becomes
available, because it will contain important information. Investors and security
holders may obtain a free copy of that document (when it becomes available) and
other documents filed by Darling with the SEC at the SEC's web site at
www.sec.gov. The proxy statement/prospectus (when it becomes available) and the
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other documents filed by Darling may also be obtained free from Darling by
calling John Muse or Brad Phillips at (972) 717-0300.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
2.1 Asset Purchase Agreement, dated as of December 19,
2005, by and among Darling International Inc.,
Darling National LLC and National By-Products, LLC.
99.1 Press Release issued by Darling International Inc. on
December 20, 2005.
99.2 Letter to Employees of Darling International Inc.,
dated as of December 20, 2005.
99.3 Investor Call Script.
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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: December 20, 2005 By: /s/ John O. Muse
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John O. Muse
Executive Vice President
Finance and Administration
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EXHIBIT LIST
2.1 Asset Purchase Agreement, dated as of December 19, 2005, by and among
Darling International Inc., Darling National LLC and National
By-Products, LLC.
99.1 Press Release issued by Darling International Inc. on December 19,
2005.
99.2 Letter to Employees of Darling International Inc., dated as of
December 20, 2005.
99.3 Investor Call Script.
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