SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PPM AMERICA INC/IL

(Last) (First) (Middle)
225 WEST WACKER DRIVE
SUITE 1200

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DARLING INTERNATIONAL INC [ DAR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, Par Value $.01 per share 09/11/2003 S 2,293,869 D $2.5 2,351,115 I See footnotes(1)(2)(3)(4)
Common Stock, Par Value $.01 per share 09/11/2003 S 1,451,798 D $2.5 1,488,028 I See footnotes(2)(3)(5)
Common Stock, Par Value $.01 per share 09/11/2003 S 156,940 D $2.5 160,857 I See footnote(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
PPM AMERICA INC/IL

(Last) (First) (Middle)
225 WEST WACKER DRIVE
SUITE 1200

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PPM AMERICA CBO II MANAGEMENT CO

(Last) (First) (Middle)
225 WEST WACKER DRIVE
SUITE 1200

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Affiliate
1. Name and Address of Reporting Person*
PPM AMERICA FUND MANAGEMENT GP INC

(Last) (First) (Middle)
225 WEST WACKER DRIVE
SUITE 1200

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Affiliate
1. Name and Address of Reporting Person*
PPM AMERICA SPECIAL INVESTMENTS CBO II LP

(Last) (First) (Middle)
225 WEST WACKER DRIVE
SUITE 1200

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Affiliate
1. Name and Address of Reporting Person*
PPM AMERICA SPECIAL INVESTMENTS FUND LP

(Last) (First) (Middle)
225 WEST WACKER DRIVE
SUITE 1200

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Affiliate
1. Name and Address of Reporting Person*
PPM MGP BERMUDA LTD

(Last) (First) (Middle)
CLARENDON HOUSE
2 CHURCH STREET

(Street)
HAMILTON HM 11 D0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Affiliate
Explanation of Responses:
1. Separate Form 3s were initially filed on June 17, 2002, by each of PPM America Special Investments Fund, L.P., a Delaware limited partnership ("SIF I"), PPM America Special Investments CBO II, L.P., a Delaware limited partnership ("CBO II"), and PPM MGP (Bermuda), Ltd., a company organized under the laws of Bermuda ("PPM Bermuda").
2. The shares reported in this response are indirectly beneficially owned by PPM America, Inc., a Delaware corporation ("PPM America"), the designated filer of this joint filing on Form 4. The sole stockholder of PPM America is PPM Holdings, Inc., a Delaware corporation ("Holdings"). PPM America serves as an investment manager/adviser to each of SIF I and CBO II. PPM America Fund Management GP, Inc., a Delaware corporation ("SIF I GP"), serves as the general partner of SIF I, and PPM America CBO II Management Company, a Delaware general partnership ("CBO II GP"), serves as the general partner of CBO II. PPM Bermuda serves as the managing general partner of CBO II GP and Holdings is the sole stockholder of PPM Bermuda.
3. This joint filing on Form 4 shall not be deemed an admission that any of PPM America, Holdings, SIF I GP, CBO II GP or PPM Bermuda is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities covered by in this response.
4. The shares reported in this response are directly beneficially owned by SIF I.
5. The shares reported in this response are directly beneficially owned by CBO II.
6. The shares reported in this response are held by Daple S.A., a company incorporated with limited liability under the laws of Luxembourg ("Daple"). PPM America and PPM Bermuda are each the beneficial owners of securities held by Daple, as Daple has delegated all power to vote and to acquire and dispose of securities to PPM America and PPM Bermuda as Daple's investment adviser and special investment manager, respectively.
PPM AMERICA, INC./IL, By: /s/ Brian Schinderle, Senior Managing Director 09/15/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.