UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Darling International Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

237266101

(CUSIP Number)

 

March 29, 2005

(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)

ý

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).

 


 

CUSIP No.  237266101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gates Capital Management, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware corporation

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
4,053,638 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
4,053,638 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,053,638 shares of Common Stock

 

 

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)
Approximately 6.3% as of the date of this filing (based on 63,902,866 shares of Common Stock issued and outstanding as of March 10, 2005)

 

 

12.

Type of Reporting Person (See Instructions)
CO, HC

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gates Capital Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
4,053,638 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
4,053,638 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,053,638 shares of Common Stock

 

 

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)
Approximately 6.3% as of the date of this filing (based on 63,902,866 shares of Common Stock issued and outstanding as of March 10, 2005)

 

 

12.

Type of Reporting Person (See Instructions)
PN, HC

 

3


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ECF Value Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
4,053,638 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
4,053,638 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,053,638 shares of Common Stock

 

 

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)
Approximately 6.3% as of the date of this filing (based on 63,902,866 shares of Common Stock issued and outstanding as of March 10, 2005)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ECF Value Fund II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
4,053,638 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
4,053,638 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,053,638 shares of Common Stock

 

 

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)
Approximately 6.3% as of the date of this filing (based on 63,902,866 shares of Common Stock issued and outstanding as of March 10, 2005)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ECF Value Fund International, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
4,053,638 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
4,053,638 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,053,638 shares of Common Stock

 

 

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)
Approximately 6.3% as of the date of this filing (based on 63,902,866 shares of Common Stock issued and outstanding as of March 10, 2005)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

6


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jeffrey L. Gates

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
4,053,638 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
4,053,638 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,053,638 shares of Common Stock

 

 

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)
Approximately 6.3% as of the date of this filing (based on 63,902,866 shares of Common Stock issued and outstanding as of March 10, 2005)

 

 

12.

Type of Reporting Person (See Instructions)
IN; HC

 

7


 

Item 1.

 

(a)

Name of Issuer
Darling International Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
251 O’Connor Ridge Blvd., Suite 300, Irving, TX 75038

 

Item 2.

 

(a)

Name of Person Filing

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship

 

 

Gates Capital Management, Inc.

1177 Ave. of the Americas, 32nd Floor

New York, New York 10036

Delaware corporation

 

 

Gates Capital Partners, L.P.

1177 Ave. of the Americas, 32nd Floor

New York, New York 10036

Delaware limited partnership

 

 

ECF Value Fund, L.P.

c/o Gates Capital Management, Inc.

1177 Ave. of the Americas, 32nd Floor

New York, New York 10036

Delaware limited partnership

 

 

ECF Value Fund II, L.P.

c/o Gates Capital Management, Inc.

1177 Ave. of the Americas, 32nd Floor

New York, New York 10036

Delaware limited partnership

 

 

ECF Value Fund International, Ltd.

c/o Trident Fund Services (B.V.I) Limited

Trident Chambers, Wickhams Cay

P.O. Box 146

Road Town, Tortola

British Virgin Islands

British Virgin Islands company

 

8


 

 

 

Jeffrey L. Gates

c/o Gates Capital Management, Inc.

1177 Ave. of the Americas, 32nd Floor

New York, New York 10036

United States citizen

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value

 

(e)

CUSIP Number
237266101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

9


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Gates Capital Management, Inc.

Gates Capital Partners, L.P.

ECF Value Fund, L.P.

ECF Value Fund II, L.P.

ECF Value Fund International, Ltd.

Jeffrey L. Gates

 

(a)

Amount beneficially owned:   

4,053,638 shares of Common Stock

 

(b)

Percent of class:   

Approximately 6.3% as of the date of this filing (based on 63,902,866 shares of Common Stock issued and outstanding as of March 10, 2005).

 

(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    

4,053,638 shares of Common Stock

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

4,053,638 shares of Common Stock

 

Item 5.

Ownership of Five Percent 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   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

NA

 

10


 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

NA

 

Item 8.

Identification and Classification of Members of the Group

NA

 

Item 9.

Notice of Dissolution of Group

NA

 

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.

 

11


 

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: April 6, 2005

 

 

 

 

 

 

 

 

GATES CAPITAL MANAGEMENT, INC.

 

GATES CAPITAL PARTNERS, L.P.

 

 

By:

Gates Capital Management, Inc.

By: /s/ Jeffrey L. Gates

 

 

Its Investment Manager

Jeffrey L. Gates, President

 

 

 

 

By:

/s/ Jeffrey L. Gates

 

 

 

 

Jeffrey L. Gates, President

 

 

 

 

 

 

ECF VALUE FUND, L.P.

 

ECF VALUE FUND II, L.P.

By:

Gates Capital Partners, L.P.

 

By:

Gates Capital Partners, L.P.

 

Its General Partner

 

 

Its General Partner

By:

Gates Capital Management, Inc.

 

By:

Gates Capital Management, Inc.

 

Its Investment Manager

 

 

Its Investment Manager

 

 

 

By: /s/ Jeffrey L. Gates

 

By: /s/ Jeffrey L. Gates

 

Jeffrey L. Gates, President

 

Jeffrey L. Gates, President

 

 

 

 

 

 

ECF VALUE FUND INTERNATIONAL, LTD.

 

JEFFREY L. GATES

By:

Gates Capital Management, Inc.

 

 

 

Its Investment Manager

 

By: /s/ Jeffrey L. Gates

 

 

 

Jeffrey L. Gates

By: /s/ Jeffrey L. Gates

 

 

Jeffrey L. Gates, President

 

 

 

12