-----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, Dmfjp0VBrdxmp2In2OPT6k44WC4+Mk3ujAPabfq+SFhkED4MfqJnzgrQcRvSmZbF iBMgaJxTauv3jc1gGbMNEw== 0000905148-03-000989.txt : 20030319 0000905148-03-000989.hdr.sgml : 20030319 20030319172825 ACCESSION NUMBER: 0000905148-03-000989 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PPM AMERICA INC/IL CENTRAL INDEX KEY: 0000898417 IRS NUMBER: 363714794 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 225 W WACKER DR STREET 2: STE 1200 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126342500 MAIL ADDRESS: STREET 1: 225 W WACKER DR STREET 2: SUITE 1200 CITY: CHICAGO STATE: IL ZIP: 60606 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46534 FILM NUMBER: 03609642 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 SC 13D/A 1 efc3-0427_2611408sch13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Darling International Inc. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 237266101 --------------------------- (CUSIP Number) Stuart J. Lissner Managing Director PPM America, Inc. 225 West Wacker Drive, Suite 1200 Chicago, IL 60606 Tel. (312) 634-2501 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 19, 2003 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following pages) Cusip No. 237266101 Page 2 of 3 Pages Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended, PPM America Special Investments Fund, L.P, a Delaware partnership ("SIF I"), PPM America Fund Management GP, Inc., a Delaware corporation ("SIF I GP"), PPM America Special Investments CBO II, L.P., a Delaware partnership ("CBO II"), PPM America CBO II Management Company, a Delaware partnership ("CBO II GP"), PPM MGP (Bermuda), Ltd., a Bermuda corporation ("PPM Bermuda"), PPM America, Inc., a Delaware corporation ("PPM America") and PPM Holdings, Inc., a Delaware corporation ("Holdings") (collectively, SIF I, SIF I GP, CBO II, CBO II GP, PPM Bermuda, PPM America and Holdings, the "Reporting Persons") hereby amend their Schedule 13D Statement dated May 22, 2002, as amended on November 5, 2002 and January 17, 2003 (collectively, the "Schedule 13D"), regarding the common stock, par value $0.01 per share (the "Common Stock"), of Darling International Inc., a Delaware corporation (the "Issuer"). Unless otherwise indicated capitalized terms used but not defined herein shall have the same meanings assigned to them in the Schedule 13D. Item 4. Purpose of Transaction. ---------------------- Item 4 is hereby amended and supplemented by adding the following: In December 2002, a third party (the "Third Party") that had been engaged in discussions with representatives of the Reporting Persons regarding a possible acquisition of the shares of the Issuer that are beneficially owned by the Reporting Persons informed those representatives that the Third Party was considering making a tender offer for all of the outstanding shares of Common Stock of the Issuer, subject to, among other things, obtaining financing. The price that the Third Party indicated that it would be willing to offer, if it were to make a tender offer (if it had the ability to do so), represented a moderate premium to the market price in early December, but was significantly less than the current market price of the Issuer's Common Stock. Representatives of the Reporting Persons initially told the Third Party that they would be inclined to accept an offer at that price, but that such inclination was dependent upon, among other things, the timing and structure of any actual offer. Subsequently, however, representatives of the Reporting Persons told the Third Party that they would not accept such an offer and sent a letter to the Third Party informing it that the Reporting Persons do not wish to engage in further discussions regarding a proposed offer. The Reporting Persons have no knowledge as to whether any offer by the Third Party will occur or if one does occur, what the price will be. The Reporting Persons continuously evaluate the Issuer's businesses and prospects, alternative investment opportunities, stock price and all other factors deemed relevant in determining whether any or all of the Reporting Persons will dispose of securities of the Issuer or whether additional securities of the Issuer will be acquired by any or all of the Reporting Persons. At any time, some or all of the shares of the Issuer beneficially owned by any or all of the Reporting Persons (including on behalf of Daple) may be sold or additional shares of Common Stock may be acquired, in either case in the open market, in privately negotiated transactions or otherwise. Except as otherwise disclosed herein, none of the Reporting Persons currently has any agreements, beneficially or otherwise, which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of the ongoing evaluation of this investment and investment alternatives, each Reporting Person may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters and, from time to time, each Reporting Person may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters. Additionally, as Lenders, the Reporting Persons have, from time to time, been asked to sign, and may in the future be asked to sign, waivers allowing certain sales or acquisitions of, assets by the Issuer. Item 7. Material to be Filed as Exhibits. -------------------------------- Joint Filing Agreement dated March 19, 2003 among the Reporting Persons. Cusip No. 237266101 Page 3 of 3 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 19, 2003 PPM AMERICA SPECIAL INVESTMENTS PPM AMERICA SPECIAL INVESTMENTS FUND,L.P. CBO II, L.P. By: PPM America, Inc. As Attorney-in-Fact By: PPM America, Inc. By: /S/ Brian Schinderle As Attorney-in-Fact ------------------- By: /S/ Brian Schinderle Brian Schinderle -------------------- Senior Managing Director Brian Schinderle Senior Managing Director PPM AMERICA FUND MANAGEMENT GP, INC. PPM AMERICA, INC. By: /S/ Brian Schinderle By: /S/ Brian Schinderle -------------------- -------------------- Brian Schinderle Brian Schinderle Senior Vice President Senior Managing Director PPM AMERICA CBO II MANAGEMENT COMPANY PPM MGP (BERMUDA), LTD. By: PPM MGP (Bermuda), Ltd. By: /S/ Brian Schinderle -------------------- Partner Brian Schinderle By: /S/ Brian Schinderle Senior Vice President -------------------- Brian Schinderle Senior Vice President PPM HOLDINGS, INC. By: /S/ Mark Mandich Mark Mandich Chief Operating Officer and Executive Vice President EXHIBIT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $.01 per share, of Darling International Inc., a Delaware corporation. The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13D. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 19th day of March, 2003. PPM AMERICA SPECIAL INVESTMENTS PPM AMERICA SPECIAL FUND, L.P. INVESTMENTS CBO II, L.P. By: PPM America, Inc. By: PPM America, Inc. As Attorney-in-Fact As Attorney-in-Fact By: /S/ Brian Schinderle By: /S/ Brian Schinderle -------------------------------- ------------------------------- Brian Schinderle Brian Schinderle Senior Managing Director Senior Managing Director PPM AMERICA FUND MANAGEMENT PPM AMERICA, INC. GP, INC. By: /S/ Brian Schinderle By: /S/ Brian Schinderle -------------------------------- ------------------------------- Brian Schinderle Brian Schinderle Senior Vice President Senior Managing Director PPM AMERICA CBO II MANAGEMENT PPM MGP (BERMUDA), LTD. COMPANY By: PPM MGP (Bermuda), Ltd. By: /S/ Brian Schinderle ------------------------------- Its: Managing General Partner Brian Schinderle Senior Vice President By: /S/ Brian Schinderle Brian Schinderle Senior Vice President PPM HOLDINGS, INC. By: /S/ Mark Mandich ------------------------------- Mark Mandich Chief Operating Officer and Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----