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