-----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, R8w+ZYjntXULQcbaKRd9r83y+8CWKE3gaN3KYpivp0Ka4QEjPRVjxoLbQtJ7Lva3 Nzemdt3E+bFv+9oufiVXHw== 0001125282-04-000419.txt : 20040212 0001125282-04-000419.hdr.sgml : 20040212 20040212114138 ACCESSION NUMBER: 0001125282-04-000419 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040212 GROUP MEMBERS: D.E. SHAW & CO., L.P. GROUP MEMBERS: D.E. SHAW AND CO., LLC GROUP MEMBERS: DAVID E. SHAW FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 120 W 45TH STREET STREET 2: TOWER 45, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44537 FILM NUMBER: 04589079 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 13G/A 1 b330130_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * Darling International Inc. -------------------------- (Name of Issuer) Common Stock, par value at $0.01 par value per share ---------------------------------------------------- (Title of Class of Securities) 237266101 --------- (CUSIP Number) December 31, 2003 ----------------- (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 237266101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw Laminar Portfolios, L.L.C. 01-0577802 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power Shares Beneficially -0- Owned by Each 6. Shared Voting Power Reporting 5,579,107 Person With 7. Sole Dispositive Power -0- 8. Shared Dispositive Power 5,579,107 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,579,107 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 8.81% 12. Type of Reporting Person (See Instructions) OO CUSIP No. 237266101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw & Co., L.P. 13-3695715 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power Shares Beneficially -0- Owned by Each 6. Shared Voting Power Reporting 5,579,107 Person With 7. Sole Dispositive Power -0- 8. Shared Dispositive Power 5,579,107 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,579,107 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 8.81% 12. Type of Reporting Person (See Instructions) IA, PN CUSIP No. 237266101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw & Co., L.L.C. 13-3799946 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power Shares Beneficially -0- Owned by Each 6. Shared Voting Power Reporting 5,579,107 Person With 7. Sole Dispositive Power -0- 8. Shared Dispositive Power 5,579,107 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,579,107 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 8.81% 12. Type of Reporting Person (See Instructions) OO CUSIP No. 237266101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David E. Shaw 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of 5. Sole Voting Power Shares Beneficially -0- Owned by Each 6. Shared Voting Power Reporting 5,579,107 Person With 7. Sole Dispositive Power -0- 8. Shared Dispositive Power 5,579,107 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,579,107 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 8.81% 12. Type of Reporting Person (See Instructions) IN Item 1. (a) Name of Issuer (b) Address of Issuer's Principal Executive Offices Item 2. (a) Name of Person Filing (b) Address of Principal Business Office or, if none, Residence (c) Citizenship (d) Title of Class of Securities (e) CUSIP Number Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: Not Applicable Item 4. Ownership. (a) Amount beneficially owned: D. E. Shaw Laminar Portfolios, L.L.C.: 5,579,107 Shares D. E. Shaw & Co., L.P.: 5,579,107 Shares D. E. Shaw & Co., L.L.C.: 5,579,107 Shares David E. Shaw: 5,579,107 Shares (b) Percent of class: D. E. Shaw Laminar Portfolios, L.L.C.: 8.81% D. E. Shaw & Co., L.P.: 8.81% D. E. Shaw & Co., L.L.C.: 8.81% David E. Shaw: 8.81% (c) Number of shares to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: D. E. Shaw Laminar Portfolios, L.L.C.: 5,579,107 Shares D. E. Shaw & Co., L.P.: 5,579,107 Shares D. E. Shaw & Co., L.L.C.: 5,579,107 Shares David E. Shaw: 5,579,107 Shares (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: D. E. Shaw Laminar Portfolios, L.L.C.: 5,579,107 Shares D. E. Shaw & Co., L.P.: 5,579,107 Shares D. E. Shaw & Co., L.L.C.: 5,579,107 Shares David E. Shaw: 5,579,107 Shares David Shaw does not own any shares directly. By virtue of David Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Laminar Portfolios, L.L.C., and by virtue of David Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Laminar Portfolios, L.L.C., David Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 5,579,107 shares owned by D. E. Shaw Laminar Portfolios, L.L.C., constituting 8.81% of the outstanding shares and, therefore, David Shaw may be deemed to be the beneficial owner of such shares. David Shaw disclaims beneficial ownership of such 5,579,107 shares. Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below, each of D. E. Shaw Laminar Portfolios, L.L.C., D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David Shaw certify that, to the best of such reporting person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated February 5, 2001 granted by David E. Shaw in favor of Stuart Steckler, is attached hereto. Dated: February 12, 2004 D. E. Shaw Laminar Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as managing member By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director D. E. Shaw & Co., L.P. By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director D. E. Shaw & Co., L.L.C. By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director David E. Shaw By: /s/ Stuart Steckler ------------------- Stuart Steckler Attorney-in-Fact for David E. Shaw POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Lou Salkind and Stu Steckler, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner or managing member of D. E. Shaw & Co., L. P., D.E. Shaw Development, L.P., D. E. Shaw & Co., L.L.C., D. E. Shaw Development, L.L.C., or Attenuon, L.L.C.) all documents, certificates, instruments, statement, other filings and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution and delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on January 14, 1997, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 5, 2001 DAVID E. SHAW /s/David E. Shaw New York, New York -----END PRIVACY-ENHANCED MESSAGE-----