UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Darling International Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
0002372661
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(CUSIP Number)
Laurence Goldman, Esq.
1 Bank One Plaza
Chicago, Illinois 60670
(312) 732-3565
(312) 732-8362
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 27, 2003
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(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 Sections 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 this schedule, including all exhibits. See Rule 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).
SCHEDULE 13D
CUSIP No. 0002372661
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BANK ONE CORPORATION 31-0738296
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS*
Not Applicable
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
Not Applicable
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6) CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
Number of Shares 0
Beneficially Owned by
Each Reporting Person --------------------------------------------------
With (8) SHARED VOTING POWER
0
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(9) SOLE DISPOSITIVE POWER
0
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(10) SHARED DISPOSITIVE POWER
0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12) CHECK BOX IF THE AGGREGATE AMOUNT OWNED IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14) TYPE OF REPORTING PERSON*
CO, HC
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SCHEDULE 13D
CUSIP No. 0002372661
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7) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank One, National Association
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8) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(c) [_]
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9) SEC USE ONLY
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10) SOURCE OF FUNDS*
Not Applicable
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11) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
Not Applicable
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12) CITIZENSHIP OF PLACE OF ORGANIZATION
United States
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(7) SOLE VOTING POWER
Number of Shares 0
Beneficially Owned by
Each Reporting Person --------------------------------------------------
With (8) SHARED VOTING POWER
0
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(11) SOLE DISPOSITIVE POWER
0
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(12) SHARED DISPOSITIVE POWER
0
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12) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12) CHECK BOX IF THE AGGREGATE AMOUNT OWNED IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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15) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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16) TYPE OF REPORTING PERSON*
BK
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This Amendment No. 1 amends and supplements the Statement on Schedule 13D filed
with the Securities and Exchange Commission on May 23, 2002 (the "Statement").
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Statement.
Item 2. Identity and Background.
Item 2 is hereby amended by replacing Schedule A referenced in Item 2(a) and
attached to and incorporated into the Statement with Schedule A, as revised,
which is attached hereto and incorporated herein.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to read in its entirety as follows:
On August 27, 2003, the Bank sold all 6,434,923 shares of the Company's
common stock in a privately negotiated transaction at a purchase price of $2.25
per share, for aggregate proceeds of $14,478,576.75.
Except as set forth above or as set forth in Item 6 in this Statement,
the Reporting Persons have no present plans or proposals which may relate to or
would result in any of the following:
(a) The acquisition by any person of any additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present Company Board or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Company Board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended by replacing Item 5 in its entirety with the following:
(a) None.
(b) Not applicable.
(c) See Item 4 above.
(d) Not applicable.
(e) August 27, 2003.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 29, 2003 BANK ONE, N. A.
By: /s/ Philip D. Martin
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Senior Vice President
BANK ONE CORPORATION
By: /s/ Marie I. Jordan
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Assistant Secretary
SCHEDULE A (REVISED)
Executive Officers of Bank One Corporation
Name Title with Bank One Corp. Principal Occupation
---- ------------------------- --------------------
James Dimon Chairman of the Board Chairman of the Board and
and Chief Executive Officer Chief Executive Officer of
Bank One Corporation
Austin A. Adams Executive Vice President Executive Vice President of
Bank One Corporation
Linda Bammann Executive Vice President Executive Vice President of
Bank One Corporation
James S. Boshart III Executive Vice President Executive Vice President of
Bank One Corporation
William I. Campbell Executive Vice President Executive Vice President of
Bank One Corporation
David E. Donovan Executive Vice President Executive Vice President of
Bank One Corporation
Joan Guggenheimer Executive Vice President Executive Vice President of
Bank One Corporation
David J. Kundert Executive Vice President Executive Vice President of
Bank One Corporation
Jay Mandelbaum Executive Vice President Executive Vice President of
Bank One Corporation
Sarah L. McClelland Executive Vice President Executive Vice President of
Bank One Corporation
Heidi G. Miller Executive Vice President Executive Vice President of
Bank One Corporation
Tyree B. Miller Executive Vice President Executive Vice President of
Bank One Corporation
Charles W. Scharf Executive Vice President Executive Vice President of
Bank One Corporation
Such employment is conducted for Bank One Corporation at 1 Bank One Plaza,
Chicago, Illinois 60670.
Directors of Bank One Corporation
Name, Business and
Names Principal Occupation Address where Employed
----- -------------------- ----------------------
James Dimon Chairman of the Board Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
John H. Bryan Retired Chairman and Chief Sara Lee Corporation
Executive Officer 455 N. Cityfront Plaza
Suite 1400
Chicago, IL 60611
Stephen B. Burke President Comcast Cable Communications, Inc.
1500 Market Street
Philadelphia, PA 19102
James S. Crown General Partner Henry Crown and Company
222 North LaSalle Street
Suite 2000
Chicago, IL 60601
Dr. Maureen A. Fay, O. P. President University of Detroit Mercy
4001 West McNichols
Detroit, MI 48221
John R. Hall Retired Chairman and Chief Ashland, Inc.
Executive Officer 50 E. RiverCenter Blvd.
Covington, KY 41012-0391
Laban P. Jackson, Jr. Chairman and Chief Executive Clear Creek Properties, Inc.
Officer 2365 Harrodsburg Rd # B230
Lexington, KY 40504
John W. Kessler Owner The New Albany Company
220 Market St.
New Albany, OH 43054
Robert I. Lipp Chairman and Chief Executive Travelers Property Casualty Corp.
Officer One Tower Square
Hartford, CT 06183
Richard A. Manoogian Chairman and Chief Executive Masco Corporation
Officer 21001 Van Born Road
Taylor, MI 48180
David C. Novak Chairman and Chief Executive Yum! Brands, Inc.
Officer 1441 Gardiner Lane
Louisville, Kentucky 40213
John W. Rogers, Jr. Chairman and Chief Executive Ariel Capital
Officer Management, Inc.
200 E. Randolph St.
Suite 2900
Chicago, IL 60601
Frederick P. Stratton, Jr. Chairman Emeritus Briggs & Stratton
Corporation
777 E. Wisconsin Ave.
Milwaukee, WI 53202
Executive Officers of Bank One, National Association
Name Title with Bank One, N.A. Principal Occupation
---- ------------------------- --------------------
James Dimon Chairman of the Board, Chairman of the Board and
President, and Chief Executive Chief Executive Officer of
Officer Bank One Corporation
Austin A. Adams Executive Vice President Executive Vice President of
Bank One Corporation
Linda Bammann Executive Vice President Executive Vice President of
Bank One Corporation
David E. Donovan Executive Vice President Executive Vice President of
Bank One Corporation
Joan Guggenheimer Executive Vice President Executive Vice President of
and Cashier Bank One Corporation
Larry L. Helm Executive Vice President Executive Vice President of
Bank One Corporation
David J. Kundert Executive Vice President Executive Vice President of
Bank One Corporation
Jay Mandelbaum Executive Vice President Executive Vice President of
Bank One Corporation
Sarah L. McClelland Executive Vice President Executive Vice President of
Bank One Corporation
Heidi G. Miller Executive Vice President Executive Vice President of
Bank One Corporation
Tyree B. Miller Executive Vice President Executive Vice President of
Bank One Corporation
Charles W. Scharf Executive Vice President Executive Vice President of
Bank One Corporation
R. Michael Welborn Executive Vice President Executive Vice President of
Bank One Corporation
Such employment is conducted for Bank One, N.A. at 1 Bank One Plaza, Chicago,
Illinois 60670.
Directors of Bank One, National Association
Name, Business and
Names Principal Occupation Address where Employed
----- -------------------- ----------------------
James Dimon Chairman of the Board Bank One Corporation
and Chief Executive 1 Bank One Plaza
Officer Chicago, IL 60670
Linda Bammann Executive Vice President Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
Joan Guggenheimer Executive Vice President Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
Sarah L. McClelland Executive Vice President Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
Heidi G. Miller Executive Vice President Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
Charles W. Scharf Executive Vice President Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670