Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934*
(Amendment No. 2)
Darling
International Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
237266-10-1
(CUSIP Number)
October 26, 2006
(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)
þ 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).
Person Authorized to Receive Notices and Communications:
Janice V. Sharry, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5562
CUSIP No. |
237266-10-1 |
Page | 2 |
of | 7 |
| 1 | NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
||||
| MSD Capital, L.P., a Delaware limited partnership | |||||
| 74-2880190 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 3,917,927 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 3,917,927 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 3,917,927 | |||||
| 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): | ||||
| 4.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| PN | |||||
CUSIP No. |
237266-10-1 |
Page | 3 |
of | 7 |
| 1 | NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
||||
| SOF Investments, L.P., a Delaware limited partnership | |||||
| 30-0090869 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 3,917,927 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 3,917,927 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 3,917,927 | |||||
| 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): | ||||
| 4.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| PN | |||||
| CUSIP No. – 237266-10-1 | Page 4 of 7 Pages |
Item 1(a)
|
Name of Issuer: | |
| Darling International Inc. | ||
Item 1(b)
|
Address of Issuer’s Principal Executive Offices: | |
| 251 O’Connor Ridge Blvd., Suite 300 Irving, Texas 75038 |
||
Item 2(a)
|
Names of Persons Filing: | |
| MSD Capital, L.P. SOF Investments, L.P. |
||
Item 2(b)
|
Addresses of Principal Business Offices: | |
| MSD Capital, L.P. | ||
| 645 Fifth Avenue, 21st Floor | ||
| New York, New York 10022 | ||
| SOF Investments, L.P. | ||
| 645 Fifth Avenue, 21st Floor | ||
| New York, New York 10022 | ||
Item 2(c)
|
Citizenship: | |
| MSD Capital, L.P. – Delaware SOF Investments, L.P. – Delaware |
||
Item 2(d)
|
Title of Class of Securities: | |
| Common Stock, par value $0.01 per share | ||
Item 2(e)
|
CUSIP Number: | |
| 237266-10-1 |
| CUSIP No. – 237266-10-1 | Page 5 of 7 Pages |
Item 3 Status of Persons Filing:
(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) [ ]
|
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 association 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) [ ]
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 Ownership:
(a)
|
As of October 30, 2006, SOF Investments, L.P., a Delaware limited partnership (“SOF”), was the record and beneficial owner of 3,917,927 shares (the “Shares”) of Common Stock of Darling International Inc. MSD Capital, L.P., a Delaware limited partnership (“MSD”), is the general partner of SOF, and therefore may be deemed to be the indirect beneficial owner of the Shares. MSD Capital Management LLC is the general partner of MSD. | |
(b)
|
Percent of Class: 4.8%. | |
(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: | |
| MSD Capital, L.P. – 3,917,927 | ||
| SOF Investments, L.P. – 3,917,927 | ||
(iii)
|
sole power to dispose or to direct the disposition of: | |
| 0 | ||
(iv)
|
shared power to dispose or to direct the disposition of: | |
| MSD Capital, L.P. – 3,917,927 | ||
| SOF Investments, L.P. – 3,917,927 |
| CUSIP No. – 237266-10-1 | Page 6 of 7 Pages |
Item 5
|
Ownership of 5% 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: þ | ||
Item 6
|
Ownership of More than 5% 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. – 237266-10-1 | Page 7 of 7 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.
Date: October 30, 2006
| MSD CAPITAL, L.P. | ||||||
| By: | MSD Capital Management LLC, its general partner | |||||
| By: | /s/ Marc R. Lisker | |||||
| Marc R. Lisker | ||||||
| Manager and General Counsel | ||||||
| SOF INVESTMENTS, L.P. | ||||||
| By: | MSD Capital, L.P., its general partner | |||||
| By: | MSD Capital Management LLC, its general partner | |||||
| By: | /s/ Marc R. Lisker | |||||
| Marc R. Lisker | ||||||
| Manager and General Counsel | ||||||