SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Darling International Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
237266101
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(CUSIP Number)
Jacques Busquet
CREDIT LYONNAIS NEW YORK BRANCH
1301 Avenue of the Americas
New York, New York 10019
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 2002
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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), (f) or (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 Section 240.13d-7(b) 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. 237266101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Lyonnais New York Branch 13-2674617
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO(1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
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7 SOLE VOTING POWER
4,359,141
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 4,359,141
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,359,141(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7%(2)
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14 TYPE OF REPORTING PERSON
BK
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(1) Credit Lyonnais New York Branch obtained Common Stock in exchange for
canceling indebtedness owed to it by Darling International Inc., a Delaware
corporation (the "Issuer") under the terms of the Recapitalization Agreement
dated as of March 15, 2002, as amended, among the Issuer, Credit Lyonnais New
York Branch, as Agent and each of the other Banks (defined below) party thereto
(the "Recapitalization Agreement") (See Exhibits 1, 2 and 3).
(2) In connection with the closing of the Recapitalization Agreement on May 13,
2002, the Banks received varying amounts of Common Stock (defined below) based
on the percentage of debt held by each Bank. Collectively, the Banks received
75% of the Common Stock of the Issuer and individually Credit Lyonnais New York
Branch received 7% of the outstanding Common Stock as of May 13, 2002. In
addition, the Banks received varying amounts of preferred stock (non-voting and
non-convertible). Credit Lyonnais New York Branch disclaims beneficial ownership
of all Common Stock that is beneficially owned by PPM America Special
Investments Fund, LP, Daple, SA, PPM America Special Investments CBO II, LP,
Bank One N.A., Credit Agricole Indosuez, Wells Fargo Bank (Texas) National
Association, Ark CLO 2000-1, Limited, Cerberus Partners, L.P., and Avenue
Special Situations Fund II L.P. (collectively the "Banks") and the filing of
this Schedule 13D shall not be construed as an admission that Credit Lyonnais
New York Branch is a member of a group with any of the Banks.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common stock, $0.01 par value
per share, of the Issuer (the "Common Stock"). The address of the Issuer's
principal executive offices is 251 O'Connor Ridge Boulevard, Suite 300, Irving,
Texas 75038.
Item 2. Identity and Background.
Credit Lyonnais New York Branch is a branch licensed under the laws of the
State of New York of Credit Lyonnais, a French Banking Corporation.
The principal business address is 1301 Avenue of the Americas, New York,
New York 10019.
The Board of Directors of Credit Lyonnais are Jean Peyrelevade, Marc Bue,
Diethart Breipohl, Gerard de La Martiniere, Jean Laurent, Christian Merle, Axel
von Ruedorffer, Gonzalo Terreros, Rene Barbier de la Serre, Philippe Camus,
Francis Mer, Jean-Pierre Rosso, Jean-Philippe Cotis, Jean-Pierre Jouyet, Arlette
Murie-Salvo, Jacky Hortaut, Sylvain Robin, Claude-Max Vieu and Pierre Bastide.
The executive officers of Credit Lyonnais are Dominique Ferrero, Chief
Executive, Patrice Durand, Deputy Chief Executive, Alain Papiasse, Deputy Chief
Executive, Jerome Brunel, Yves Perrier. The executive officers of Credit
Lyonnais New York Branch are Jean-Marc Moriani, Chief Executive Officer, Jacques
Busquet, Executive Vice President and Philippe Soustra, Executive Vice
President.
The principal business of Credit Lyonnais New York Branch is banking.
During the past five years, none of Credit Lyonnais New York Branch, Credit
Lyonnais or any other person named in this Item 2 have been convicted in a
criminal proceeding or been a party to a civil proceeding, in either case of the
type specified in Items 2(d) or (e) of Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Under the terms of the Recapitalization Agreement, the holders of bank
debt, including Credit Lyonnais New York Branch, collectively obtained, among
other consideration, 75% of the Common Stock in exchange for releasing a portion
of the obligations and indebtedness owed by the Issuer to the Banks under an
Amended and Restated Credit Agreement dated effective as of January 22, 1999, as
amended. In connection with the Recapitalization Agreement, Credit Lyonnais New
York Branch received 7% of the Common Stock on May 13, 2002.
Item 4. Purpose of Transaction.
The Issuer's existing credit facility with the Banks matured on June 30,
2001, at which time the principal and interest became due and payable and the
Issuer defaulted on the payment. The Banks agreed to: (i) waive the existing
defaults, (ii) exchange a portion of the obligations and indebtedness owed by
the Issuer to the Banks under the existing credit agreement for certain capital
stock of the Issuer and (iii) amend and restate the existing credit agreement
with respect to the remaining obligations and indebtedness of the Issuer to the
Banks under the existing credit agreement and add certain new commitments from
certain of the Banks to provide additional revolving credit to the Issuer.
Credit Lyonnais New York Branch presently does not have any plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of May 13, 2002, Credit Lyonnais New York Branch beneficially owned
4,359,141 shares of Common Stock(1) (or approximately 7% of the outstanding
Common Stock) of the Issuer. Credit Lyonnais New York Branch and the other Banks
owned Common Stock as follows:
Sole Shared Sole Shared % of
Voting Voting Dispositive Dispositive Common
Power Power Power Power Stock
------ ------ ----------- ----------- -----
Credit Lyonnais New York Branch 4,359,141 0 4,359,141 0 7
PPM America Special Investments Fund, 10,522,770 0 10,522,770 0 16.9
LP
Daple, SA 719,940 0 719,940 0 1.1
PPM America Special Investments CBO 6,659,897 0 6,659,897 0 10.7
II, LP
Bank One N.A. 6,434,923 0 6,434,923 0 10.3
Credit Agricole Indosuez 2,075,782 0 2,075,782 0 3.3
Wells Fargo Bank (Texas) National 363 0 363 0 Less than 1
Association
ARK CLO 2000-1 Limited 1,037,891 0 1,037,891 0 1.7
Cerberus Partners, L.P. 8,355,849 0 8,355,849 0 13.4
Avenue Special Situations Fund II L.P. 6,538,530 0 6,538,530 0 10.5
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TOTAL 46,705,086 46,705,086 75
(c) None, other than as set forth herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to the Recapitalization Agreement, Credit Lyonnais New York Branch
entered into an Amended and Restated Credit Agreement (see Exhibit 4) and a
Registration Rights Agreement (see Exhibit 5) with the Issuer and the Banks
listed in Item 5. However, there are no written or unwritten agreements or
understandings among the Banks listed in Item 5 which deal with the holding or
sale of the Issuer's stock or voting the Issuer's stock.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 The Recapitalization Agreement dated as of March 15, 2002, by and
among Darling International Inc., Credit Lyonnais New York Branch
and other Banks. (see Annex C to DEF 14A filed 04/29/02 by
Darling International Inc. (excluding exhibits and schedules)
incorporated herein by reference).
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(1) Credit Lyonnais New York Branch disclaims beneficial ownership of all Common
Stock that is beneficially owned by the other Banks and the filing of this
Schedule 13D shall not be construed as an admission that Credit Lyonnais New
York Branch is a member of a group with the other Banks.
Exhibit 2 The First Amendment to the Recapitalization Agreement effective
as of April 1, 2002, among Darling International Inc., Credit
Lyonnais New York Branch and other banks. (see Annex D to DEF 14A
filed 04/29/02 by Darling International Inc. (excluding exhibits
and schedules) incorporated herein by reference).
Exhibit 3 The Second Amendment to the Recapitalization Agreement effective
as of April 29, 2002, among Darling International Inc., Credit
Lyonnais New York Branch and other banks.
Exhibit 4 The Amended and Restated Credit Agreement dated May 10, 2002, by
and among Darling International Inc., Credit Lyonnais New York
Branch and other banks.
Exhibit 5 Registration Rights Agreement dated May 10, 2002, by and among
Darling International Inc., Credit Lyonnais New York Branch and
other banks.
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.
Date: May 21, 2002
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Jacques Busquet
Name: Jacques Busquet
Title: Executive Vice President
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1 The Recapitalization Agreement dated March 15, 2002, by and among
Darling International Inc., Credit Lyonnais New York Branch and
other banks (see Annex C to DEF 14A filed 04/29/02 by Darling
International Inc. (excluding exhibits and schedules)
incorporated herein by reference).
2 The First Amendment to the Recapitalization Agreement effective
as of April 1, 2002, among Darling International Inc., Credit
Lyonnais New York Branch and other banks. (see Annex D to DEF 14A
filed 04/29/02 by Darling International Inc. (excluding exhibits
and schedules) incorporated herein by reference).
3 The Second Amendment to the Recapitalization Agreement effective
as of April 29, 2002, among Darling International Inc., Credit
Lyonnais New York Branch and other banks.
4 The Amended and Restated Credit Agreement dated May 10, 2002, by
and among Darling International Inc., Credit Lyonnais New York
Branch and other banks.
5 Registration Rights Agreement dated May 10, 2002, by and among
Darling International Inc., Credit Lyonnais New York Branch and
other banks.