dar-2013.12.9-8K_A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K/A
(Amendment no. 1)
       
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 3, 2013

DARLING INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Delaware
001-13323
36-2495346
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
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))



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Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K, as originally filed by Darling International Inc. ("Darling") on December 3, 2013 (the "Form 8-K"), is being filed to amend and restate in its entirety the Pro Forma Financial Information filed as Exhibit 99.3 to the Form 8-K and to amend the consent of BDO Audit & Assurance B.V. filed as Exhibit 23.1 for the purposes of the inclusion of the naming of BDO Audit & Assurance B.V. as experts. The Form 8-K is otherwise unchanged.

Item 9.01.          Financial Statements and Exhibits.

(b)    Pro Forma Financial Information.

Darling International Inc. unaudited pro forma consolidated financial information, comprised of an unaudited pro forma condensed consolidated balance sheet as of September 28, 2013 and unaudited pro forma condensed consolidated income statement for the nine months ended September 28, 2013 and year ended December 29, 2012, in each case, prepared on the basis as described herein.

(d)           Exhibits.

Exhibit Number
 
Description
23.1
 
Consent of BDO Audit & Assurance B.V. filed herein.
 
 
 
99.1
 
Darling International Inc. unaudited pro forma condensed consolidated balance sheet as of September 28, 2013 and unaudited pro forma condensed consolidated income statements for the year ended December 29, 2012 and the nine months ended September 28, 2013 filed herein.
 
 
 


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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 9, 2013 
By:
/s/ John F. Sterling
 
 
 
John F. Sterling
 
 
 
Executive Vice President and
General Counsel
 


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EXHIBIT LIST

Exhibit No.
 
Description
23.1
 
Consent of BDO Audit & Assurance B.V. filed herein.
 
 
 
99.1
 
Darling International Inc. unaudited pro forma condensed consolidated balance sheet as of September 28, 2013 and unaudited pro forma condensed consolidated income statements for the year ended December 29, 2012 and the nine months ended September 28, 2013 filed herein.
 
 
 



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