UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
299 Park Avenue Lowenstein Sandler PC
22nd Floor 65 Livingston Avenue
New York, New York 10171 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 21, 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 l3G 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 the schedule, including all exhibits. See Section 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).
Cusip No. 237266101
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 805,849*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 1.3%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"), is the
holder of 805,849 shares of the Common Stock, par value $0.01 per share (the
"Shares"), of Darling International, Inc., a Delaware corporation (the
"Company"). Stephen Feinberg possesses sole power to vote and direct the
disposition of all Shares held by Cerberus. Thus, as of October 21, 2003, for
the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to
beneficially own 805,849 Shares, or 1.3% of the Shares deemed issued and
outstanding as of that date.
Item 2. Identity and Background.
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The person filing this statement is Stephen Feinberg, whose business
address is 299 Park Avenue, 22nd Floor, New York, New York 10171. Mr. Feinberg
serves as the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus").
Cerberus is engaged in the investment in personal property of all kinds,
including but not limited to capital stock, depository receipts, investment
companies, mutual funds, subscriptions, warrants, bonds, notes, debentures,
options and other securities of whatever kind and nature. Mr. Feinberg also
provides investment management and other services for various other third
parties.
Mr. Feinberg has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Feinberg is a citizen of the
United States.
Item 5. Interest in Securities of the Issuer.
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Based upon the information set forth in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 28, 2003, as of August 7, 2003,
there were 62,325,368 Shares issued and outstanding. As of October 21, 2003,
Cerberus was the holder of 805,849 Shares. Stephen Feinberg possesses sole power
to vote and direct the disposition of all Shares held by Cerberus. Thus, as of
October 21, 2003, for the purposes of Reg. Section 240.13d-3, Mr. Feinberg is
deemed to beneficially own 805,849 Shares, or 1.3% of the Shares deemed issued
and outstanding as of that date.
On October 21, 2003, Mr. Feinberg ceased to be the beneficial owner of
more than 5% of the Shares deemed issued and outstanding as of that date.
During the sixty days prior to October 21, 2003, the only transaction
in Shares, or securities convertible into, exercisable for or exchangeable for
Shares, by Mr. Feinberg or any person or entity controlled by him or any person
or entity for which he possesses voting or investment control over the
securities thereof, was the October 21, 2003 sale of 7,550,000 Shares by
Cerberus for $2.60 per share, which was effected in an ordinary brokerage
transaction.
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.
October 22, 2003
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity
as the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).