UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Darling International Inc.
| (Name of Issuer) |
|
Common Stock |
| (Title of Class of Securities) |
237266101 |
| (CUSIP Number) |
|
|
| December 31, 2013 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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).
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CUSIP No. 237266101
|
SCHEDULE 13G/A
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Page 2
of 11 Pages
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1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gates Capital Management, Inc.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
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||
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3
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SEC USE ONLY
|
|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Corporation
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
12,583,305 shares of Common
Stock
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
12,583,305 shares of Common Stock
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.7% as of the
date of this filing (based on 164,215,166 shares of Common Stock issued and outstanding as of December 18, 2013)
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|||
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12
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TYPE OF REPORTING PERSON (See Instructions)
CO, HC
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|||
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CUSIP No. 237266101
|
SCHEDULE 13G/A
|
Page
3 of 11 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gates Capital Partners, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
12,583,305 shares of Common Stock
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
12,583,305 shares of Common Stock
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.7% as of the
date of this filing (based on 164,215,166 shares of Common Stock issued and outstanding as of December 18, 2013)
|
|||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN, HC
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CUSIP No. 237266101
|
SCHEDULE 13G/A
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Page 4
of 11 Pages
|
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ECF Value Fund, L.P.
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
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||
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3
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SEC USE ONLY
|
|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
12,583,305 shares of Common Stock
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
12,583,305 shares of Common Stock
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.7% as of the
date of this filing (based on 164,215,166 shares of Common Stock issued and outstanding as of December 18, 2013)
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
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|||
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CUSIP No. 237266101
|
SCHEDULE 13G/A
|
Page 5
of 11 Pages
|
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ECF Value Fund II, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
12,583,305 shares of Common Stock
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
12,583,305 shares of Common Stock
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.7% as of the
date of this filing (based on 164,215,166 shares of Common Stock issued and outstanding as of December 18, 2013)
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
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CUSIP No. 237266101
|
SCHEDULE 13G/A
|
Page 6
of 11 Pages
|
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ECF Value Fund International Master L.P.
|
|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
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3
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SEC USE ONLY
|
|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands Limited Partnership
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
12,583,305 shares of Common Stock
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
12,583,305 shares of Common Stock
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.7% as of the
date of this filing (based on 164,215,166 shares of Common Stock issued and outstanding as of December 18, 2013)
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
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CUSIP No. 237266101
|
SCHEDULE 13G/A
|
Page 7
of 11 Pages
|
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Gates
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
12,583,305 shares of Common Stock
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
12,583,305 shares of Common Stock
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.7% as of the
date of this filing (based on 164,215,166 shares of Common Stock issued and outstanding as of December 18, 2013)
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
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|||
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CUSIP
No. 237266101
|
SCHEDULE 13G/A
|
Page 8
of 11 Pages
|
| Item 1. | (a) Name of Issuer |
Darling International Inc.
| (b) Address of Issuer’s Principal Executive Offices |
251 O'Connor Ridge Blvd., Suite 300, Irving, Texas 75038
| Item 2. | (a) Name of Person Filing |
| (b) Address of Principal Business Office, or, if none, Residence |
| (c) Citizenship |
Gates Capital Management, Inc.
1177 Ave. of the Americas, 32nd Floor
New York, New York 10036
Delaware Corporation
Gates Capital Partners, L.P.
c/o Gates Capital Management, Inc.
1177 Ave. of the Americas, 32nd Floor
New York, New York 10036
Delaware Limited Partnership
ECF Value Fund, L.P.
c/o Gates Capital Management, Inc.
1177 Ave. of the Americas, 32nd Floor
New York, New York 10036
Delaware Limited Partnership
ECF Value Fund II, L.P.
c/o Gates Capital Management, Inc.
1177 Ave. of the Americas, 32nd Floor
New York, New York 10036
Delaware Limited Partnership
ECF Value Fund International Master L.P.
c/o Harneys Westwood & Riegels
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
British Virgin Islands
British Virgin Islands Limited Partnership
Jeffrey L. Gates
c/o Gates Capital Management, Inc.
1177 Ave. of the Americas, 32nd Floor
New York, New York 10036
United States Citizen
| (d) Title of Class of Securities |
Common Stock
| (e) CUSIP No.: |
237266101
|
CUSIP
No. 237266101
|
SCHEDULE 13G/A
|
Page 9
of 11 Pages
|
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
|
CUSIP
No. 237266101
|
SCHEDULE 13G/A
|
Page
10 of 11 Pages
|
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Gates Capital Management, Inc.
Gates Capital Partners, L.P.
ECF Value Fund, L.P.
ECF Value Fund II, L.P.
ECF Value Fund International Master L.P.
Jeffrey L. Gates
(a) Amount beneficially owned: 12,583,305 shares of Common Stock
(b) Percent of class: Approximately 7.7% as of the date of this filing (based on 164,215,166 shares of Common Stock issued and outstanding as of December 18, 2013)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 12,583,305 shares of Common Stock
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 12,583,305 shares of Common Stock
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|
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 I certify that, to the best of my 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 that purpose or effect.
|
CUSIP No. 237266101
|
SCHEDULE 13G/A
|
Page 11
of 11 Pages
|
SIGNATURE
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: February 14, 2014
| Gates Capital Management, Inc. | |||
| By: | /s/ Jeffrey L. Gates | ||
| Name: | Jeffrey L. Gates | ||
| Title: | President | ||
| Gates Capital Partners, L.P. | |||
| By: Gates Capital Management, Inc. | |||
| Its Investment Manager | |||
| By: | /s/ Jeffrey L. Gates | ||
| Name: | Jeffrey L. Gates | ||
| Title: | President | ||
| ECF Value Fund, L.P. | |||
| By: Gates Capital Partners, L.P. | |||
| Its General Partner | |||
| By: Gates Capital Management, Inc. | |||
| Its Investment Manager | |||
| By: | /s/ Jeffrey L. Gates | ||
| Name: | Jeffrey L. Gates | ||
| Title: | President | ||
| ECF Value Fund II, L.P. | |||
| By: Gates Capital Partners, L.P. | |||
| Its General Partner | |||
| By: Gates Capital Management, Inc. | |||
| Its Investment Manager | |||
| By: | /s/ Jeffrey L. Gates | ||
| Name: | Jeffrey L. Gates | ||
| Title: | President | ||
| ECF Value Fund International Master L.P. | |||
| By: Gates Capital Partners, L.P. | |||
| Its General Partner | |||
| By: Gates Capital Management, Inc. | |||
| Its Investment Manager | |||
| By: | /s/ Jeffrey L. Gates | ||
| Name: | Jeffrey L. Gates | ||
| Title: | President | ||
| Jeffrey L. Gates | |||
| By: | /s/ Jeffrey L. Gates | ||
| Name: | Jeffrey L. Gates | ||